TOUCHSTONE TAX FREE TRUST
485BPOS, 2000-11-02
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                           SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933               /x/

     Pre-Effective Amendment No. ----

     Post-Effective Amendment No. 47
                                 ----
                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940       /x/

     Amendment No.  46
                   ----
                        (Check appropriate box or boxes.)

TOUCHSTONE TAX-FREE TRUST
-----------------------------
(Exact name of Registrant as Specified in Charter)

FILE NOS. 811-3174 and 2-72101
------------------------------

221 East Fourth Street, Suite 300, Cincinnati, Ohio  45202
-----------------------------------------------------------
(Address of Principal Executive Offices)      Zip Code

Registrant's Telephone Number, including Area Code (513) 362-8000
-----------------------------------------------------------------
Jill T. McGruder, 221 East Fourth Street, Suite 300, Cincinnati, Ohio 45202
---------------------------------------------------------------------------
(Name and Address of Agent for Service)

It is proposed that this filing will become effective
(check appropriate box)

/X/  immediately upon filing pursuant to paragraph (b)
/ /  on __________ pursuant to paragraph (b)
/ /  60 days after filing pursuant to paragraph (a)
/ /  on ___________ pursuant to paragraph (a) of Rule 485




<PAGE>

                           TOUCHSTONE TAX-FREE TRUST
                            ------------------------
                                    FORM N-1A
                              CROSS REFERENCE SHEET
                             ----------------------

ITEM                          SECTION IN PROSPECTUS
----                          ---------------------
1...........................  Cover Page; For More Information
2...........................  Tax-Free Intermediate Term Fund, Ohio Insured Tax-
                              Free Fund, Tax-Free Money Fund, Ohio Tax-Free
                              Money Fund, California Tax-Free Money Fund,
                              Florida Tax-Free Money Fund; Investment Strategies
                              and Risks
3...........................  Tax-Free Intermediate Term Fund, Ohio Insured Tax-
                              Free Fund, Tax-Free Money Fund, Ohio Tax-Free
                              Money Fund, California Tax-Free Money Fund,
                              Florida Tax-Free Money Fund
4...........................  Investment Strategies and Risks
5..........................   None
6...........................  The Funds' Management
7...........................  Investing with Touchstone, Distributions and
                              Taxes
8............................ Investing with Touchstone
9...........................  Financial Highlights

                              SECTION IN STATEMENT OF
ITEM                          ADDITIONAL INFORMATION
----                          -----------------------
10..........................  Cover Page, Table of Contents
11..........................  The Trust
12..........................  The Trust, Municipal Obligations, Quality Ratings
                              of Municipal Obligations, Definitions, Policies
                              and Risk Considerations, Investment Limitations,
                              Insurance on the Ohio Insured Tax-Free Fund's
                              Securities, Portfolio Turnover
13..........................  Trustees and Officers, Code of Ethics, Choosing
                              a Share Class
14..........................  Principal Security Holders
15..........................  The Investment Adviser and Sub-Advisor, The
                              Distributor, Distribution Plans,
                              Custodian, Auditors, Transfer Agent, Securities
                              Transactions, Choosing a Share Class
16..........................  Securities Transactions
17..........................  The Trust, Choosing a Share Class
18..........................  Calculation of Share Price and Public
                              Offering Price, Other Purchase
                              Information, Redemption in Kind
19..........................  Taxes
20..........................  The Distributor
21..........................  Historical Performance Information, Tax Equivalent
                              Yield Tables
22..........................  Annual Report

<PAGE>



                                                      PROSPECTUS
                                                      November 1, 2000





                                  o Tax-Free Intermediate Term Fund

                                  o Ohio Insured Tax-Free Fund

                                  o Tax-Free Money Fund

                                  o Ohio Tax-Free Money Fund

                                  o California Tax-Free Money Fund

                                  o Florida Tax-Free Money Fund


Touchstone Family of Funds
--------------------------

The Securities and Exchange  Commission has not approved the Funds' shares as an
investment or determined whether this Prospectus is accurate or complete. Anyone
who tells you otherwise is committing a crime.


Multiple Classes of Shares are Offered by this Prospectus.














<PAGE>


TOUCHSTONE FAMILY OF FUNDS


Each Fund is a series of Touchstone  Tax-Free Trust (the "Trust"),  a group of 6
tax-free bond and money market funds. The Trust is part of the Touchstone Family
of Funds, which also includes Touchstone  Investment Trust, a group of 6 taxable
bond and money market mutual funds,  Touchstone  Strategic  Trust,  a group of 8
equity mutual funds and Touchstone Variable Series Trust, a group of 11 variable
series  funds.  Each Fund has a different  investment  goal and risk level.  For
further information about the Touchstone Family of Funds,  contact Touchstone at
800.543.0407.



<PAGE>


Table Of Contents

                                                                Page

TAX-FREE INTERMEDIATE TERM FUND...................................4

OHIO INSURED TAX-FREE FUND........................................9

TAX-FREE MONEY FUND..............................................14

OHIO TAX-FREE MONEY FUND.........................................19

CALIFORNIA TAX-FREE MONEY FUND...................................24

FLORIDA TAX-FREE MONEY FUND......................................29

INVESTMENT STRATEGIES AND RISKS..................................34

THE FUNDS' MANAGEMENT............................................39

INVESTING WITH TOUCHSTONE........................................41

DISTRIBUTIONS AND TAXES..........................................52

FINANCIAL HIGHLIGHTS.............................................54

FOR MORE INFORMATION.............................................64





<PAGE>



TAX-FREE INTERMEDIATE TERM FUND

The Fund's Investment Goal
--------------------------

The  Tax-Free  Intermediate  Term Fund seeks high  current  income  exempt  from
federal income tax,  consistent  with the  protection of capital.  To the extent
consistent  with the Fund's primary goal,  capital  appreciation  is a secondary
goal.

Its Principal Investment Strategies
-----------------------------------

The Fund invests  primarily in municipal  obligations rated within the 3 highest
rating categories.  If a security's rating is reduced below the 3 highest rating
categories by a rating agency,  the security will be sold. The Fund may purchase
unrated  securities only if the portfolio manager determines the securities meet
the Fund's quality standards.

The Fund invests primarily in municipal obligations with remaining maturities of
20 years or less and will seek to  maintain  an  average  weighted  maturity  of
between 3 and 10  years.  However,  the Fund may  invest  in  securities  of any
maturity.

The Fund has a fundamental  investment policy that under normal circumstances at
least 80% of its annual income will be exempt from federal income tax, including
the alternative  minimum tax. This fundamental policy may not be changed without
the approval of the Fund's shareholders.

The Fund may invest more than 25% of its assets in municipal  obligations within
a particular  segment of the bond market. The Fund may also invest more than 25%
of its  assets in  industrial  development  bonds,  which may be backed  only by
nongovernmental  entities.  The Fund will not invest more than 25% of its assets
in securities backed by nongovernmental entities that are in the same industry.

The Fund may also invest in the following types of municipal obligations:

    o  Tax-exempt bonds, including general obligation bonds, revenue bonds and
       industrial  development bonds
    o  Tax-exempt notes
    o  Tax-exempt commercial paper
    o  When-issued obligations
    o  Obligations with puts attached

The Key Risks
-------------

The Fund's share price will  fluctuate.  You could lose money on your investment
in the Fund and the Fund could also return less than other investments:
<PAGE>
    o  If interest rates go up, causing the value of any debt securities held by
       the Fund to decline
    o  Because  securities with longer maturities may lose more value due
       to  increases  in  interest  rates than  securities  with  shorter
       maturities
    o  Because issuers may be unable to make timely payments of interest or
       principal
    o  If the Fund's investments are concentrated in a particular segment
       of the bond market and adverse economic developments affecting one
       bond affect other bonds in the same segment
    o  Because the Fund's  securities may have longer  maturities and/or lower
       ratings  than  other  bond  funds,   which  could  cause   greater
       fluctuation in the Fund's share price

An investment in the Fund is not a bank deposit and is not insured or guaranteed
by the FDIC or any other government entity.

As with any mutual fund,  there is no  guarantee  that the Fund will achieve its
goal.

You can find more  information  about  certain  securities in which the Fund may
invest and a more detailed  description  of risks under the heading  "Investment
Strategies And Risks" later in this Prospectus.

Who May Want to Invest
----------------------

This  Fund  is  most  appropriate  for  you if  you  seek  an  intermediate-term
investment  with moderate  risk that offers  tax-exempt  income.  Safety of your
investment  and the receipt of tax-exempt  income are of key  importance to you.
Additionally, you are willing to accept some interest rate risk in order to seek
a higher  income  return or higher  yield than a short-term  investment,  like a
money  market  fund.  This  Fund is  appropriate  for you if you want the  added
convenience of writing checks directly from your account.



<PAGE>


The Fund's Performance
----------------------

The bar chart shown  below  indicates  the risks of  investing  in the  Tax-Free
Intermediate  Term Fund. It shows changes in the performance of the Fund's Class
A shares from year to year during the past 10 years.  The chart does not reflect
any sales charges. Sales charges will reduce return.

The Fund's past performance does not necessarily indicate how it will perform in
the future.

The return for Class C shares  offered by the Fund will  differ from the Class A
returns shown in the bar chart, depending on the expenses of that class.

                   TAX-FREE INTERMEDIATE TERM FUND -- CLASS A

YEARS           TOTAL RETURN

1990                 6.04%

1991                 9.09%

1992                 7.71%

1993                10.94%

1994                -2.93%

1995                11.58%

1996                 3.87%

1997                 5.87%

1998                 5.07%

1999                 0.87%

         During the period shown in the bar chart, the highest  quarterly return
         was  4.35%  (for the  quarter  ended  March 31,  1995)  and the  lowest
         quarterly return was -3.37% (for the quarter ended March 31, 1994).

         The  year-to-date  total  return  of the  Fund's  Class A shares  as of
         September 30, 2000 is 4.60%.

The  following   table   indicates  the  risks  of  investing  in  the  Tax-Free
Intermediate  Term Fund. It shows how the Fund's  average annual returns for the
periods shown compare to those of the Lehman Brothers 5-Year  Municipal  General
Obligation Bond Index. The Lehman Brothers 5-Year Municipal  General  Obligation
Bond Index  consists of investment  grade bonds with  maturities  ranging from 4
years up to (but not  exceeding)  6 years.  The table  shows  the  effect of the
applicable sales charge.
<PAGE>
<TABLE>
<S>                                               <C>             <C>            <C>
FOR THE PERIODS ENDED DECEMBER 31, 1999

                                                  1 Year           5 Years        10 Years
TAX-FREE INTERMEDIATE TERM FUND - CLASS A         -5.58%            4.01%          5.03%
------------------------------------------ -- --------------- -- ------------- ---------------
Lehman Brothers 5-Year Municipal General
Obligation Bond Index                             0.71%             5.80%          6.16%
------------------------------------------ -- --------------- -- ------------- ---------------


                                                                                  Since
                                                                                  Class
                                                  1 Year           5 Years        Started*
TAX-FREE INTERMEDIATE TERM FUND - CLASS C         -2.75%            4.10%          2.74%
------------------------------------------ -- --------------- -- ------------- ---------------
Lehman Brothers 5-Year Municipal General
Obligation Bond Index                             0.71%             5.80%          4.47%
------------------------------------------ -- --------------- -- ------------- ---------------
     * Class C shares began operations on February 1, 1994.
</TABLE>

The Fund's Fees and Expenses
----------------------------
This table  describes the fees and expenses that you may pay if you buy and hold
shares of the Fund:

                                               Shareholder Fees (fees paid
                                               directly from your investment)

                                            Class A Shares        Class C Shares

Maximum Sales Charge (Load)                      4.75%                2.25%
------------------------------------------------- ----------------------------
Maximum Sales Charge (Load) Imposed on
Purchases (as a percentage of offering price)    4.75%1               1.25%
------------------------------------------------- ----------------------------
Maximum Deferred Sales Charge (Load)
(as a percentage of original purchase price        *                  1.00%2
or the amount redeemed, whichever is less)
------------------------------------------------------------------------------
Redemption Fee                                     **                    **
------------------------------------------------------------------------------
Exchange Fee                                      None                   None
------------------------------------------------------------------------------
Check Redemption Processing Fee
------------------------------------------------------------------------------
    First 6 checks per month                      None                   None
------------------------------------------------------------------------------
    Additional checks per month                  $0.25                  $0.25
------------------------------------------------------------------------------



<PAGE>



                                                    Annual Fund Operating
                                                   Expenses (expenses that are
                                                    deducted from Fund assets)

                         Management Fees                    0.50%         0.50%
--------------------------------------------------------------------------------
                    Distribution (12b-1) Fees               0.07%         0.41%
--------------------------------------------------------------------------------
                         Other Expenses                     0.43%         0.85%
--------------------------------------------------------------------------------
              Total Annual Fund Operating Expenses          1.00%         1.76%
--------------------------------------------------------------------------------
            Fee Waiver and/or Expense Reimbursement3        0.01%         0.02%
--------------------------------------------------------------------------------
                          Net Expenses                      0.99%         1.74%
--------------------------------------------------------------------------------

     1   You may pay a reduced sales charge on very large purchases.
     *   There is no sales charge at the time of purchase for purchases of $1
         million or more but a sales charge of 1.00% will be assessed on shares
         redeemed within 1 year of their purchase.
     2   The 1.00% is waived if shares are held for 1 year or longer.
     **  You will be charged a fee for each wire redemption. This fee is subject
         to change.
     3   Pursuant to a written contract between Touchstone Advisors, Inc. and
         the Trust, Touchstone  Advisors  has agreed to waive a portion of its
         advisory fee and/or  reimburse  certain expenses in order to limit
         Total Annual Fund Operating  Expenses  to 0.99% for Class A shares and
         1.74% for Class C shares.  Touchstone  Advisors  has  agreed to
         maintain  these  expense limitations through at least June 30, 2001.

The  following  example  should help you compare  the cost of  investing  in the
Tax-Free  Intermediate  Term Fund  with the cost of  investing  in other  mutual
funds.  The  example  assumes  that you invest  $10,000 in the Fund for the time
periods  indicated and then sell all of your shares at the end of those periods.
The example also assumes that your investment has a 5% return each year and that
the  Fund's  operating  expenses  remain the same.  The costs  would be the same
whether or not shares are  redeemed  at the end of the time  periods  indicated.
Although  your actual costs may be higher or lower,  based on these  assumptions
your costs would be:

                                         Class A Shares       Class C Shares

                    1 Year                   $ 571                 $ 300
                    ----------------- --------------------- --------------------
                    3 Years                  $ 777                 $ 670
                    ----------------- --------------------- --------------------
                    5 Years                  $1,000               $1,065
                    ----------------- --------------------- --------------------
                    10 Years                 $1,641               $2,171
                    ----------------- --------------------- --------------------

*   The examples for the 3, 5 and 10 year periods are calculated using the Total
    Annual Fund Operating Expenses before the limits agreed to under the written
    contract  between  Touchstone  Advisors and the Trust for the periods  after
    year 1.


<PAGE>


OHIO INSURED TAX-FREE FUND

The Fund's Investment Goal
--------------------------
The Ohio Insured Tax-Free Fund seeks the highest level of interest income exempt
from  federal  income tax and Ohio  personal  income  tax,  consistent  with the
protection of capital.

Its Principal Investment Strategies
-----------------------------------

The Fund  invests  primarily  (at least 65% of total  assets)  in high  quality,
long-term  Ohio municipal  obligations  that are rated within the highest rating
category by a rating agency and that are protected by insurance guaranteeing the
payment of  principal  and  interest in the event of default.  The Fund may also
purchase uninsured Ohio municipal obligations if they are either short-term Ohio
municipal obligations or obligations guaranteed by the U.S. Government.

The Fund has a fundamental  investment policy that under normal circumstances at
least 80% of its annual income will be exempt from federal income tax, including
the  alternative  minimum tax, and Ohio personal  income tax.  This  fundamental
policy may not be changed without the approval of the Fund's shareholders.

The Fund may purchase Ohio municipal  obligations and other  securities that are
rated within the 4 highest rating categories by a rating agency. If a security's
rating is reduced below the 4 highest  rating  categories,  the security will be
sold.  The Fund may purchase  unrated  obligations  that are determined to be of
comparable quality.

The Fund will seek to  maintain  an average  weighted  maturity  of more than 15
years. The Fund may reduce its average weighted  maturity if warranted by market
conditions, but will not reduce its average weighted maturity to below 10 years.

The Fund may invest more than 25% of its assets in municipal  obligations within
a particular  segment of the bond market. The Fund may also invest more than 25%
of its  assets in  industrial  development  bonds,  which may be backed  only by
nongovernmental  entities.  The Fund will not invest more than 25% of its assets
in securities backed by nongovernmental entities that are in the same industry.

The Fund may also invest in the following types of municipal obligations:

    o  Tax-exempt bonds, including  general  obligation  bonds,  revenue  bonds
       and industrial  development bonds
    o  Tax-exempt notes
    o  Tax-exempt commercial paper
    o  When-issued obligations
    o  Obligations with puts attached

<PAGE>
The Key Risks
-------------

The Fund's share price will  fluctuate.  You could lose money on your investment
in the Fund and the Fund could also return less than other investments:

    o If interest rates go up, causing the value of any debt securities held by
      the Fund to decline
    o Because issuers of uninsured obligations may be unable to make timely
      payments of interest or  principal
    o Because the Fund's  securities  may have  longer  maturities  than other
      bond  funds,  which  could  cause  greater fluctuation in the Fund's share
      price
    o If the Fund's investments are concentrated in a particular segment
      of the bond market and adverse economic developments affecting one
      bond affect other bonds in the same segment
    o If economic conditions within the State of Ohio decline
    o Because  the Fund is  non-diversified,  it may hold a  significant
      percentage  of its assets in the  securities of one issuer and the
      securities of that issuer may not increase in value as expected

The   portfolio   manager   believes  that  the  Fund's  credit  risks  will  be
substantially reduced by insurance.  Although insurance reduces the credit risks
to the Fund by protecting against losses from defaults by an issuer, it does not
protect  against  market  fluctuation.  Also,  there are no guarantees  that any
insurer will be able to meet its obligations under an insurance policy.

An investment in the Fund is not a bank deposit and is not insured or guaranteed
by the FDIC or any other government entity.

As with any mutual fund,  there is no  guarantee  that the Fund will achieve its
goal.

You can find more  information  about  certain  securities in which the Fund may
invest and a more detailed  description  of risks under the heading  "Investment
Strategies And Risks" later in this Prospectus.

Who May Want to Invest
----------------------

This Fund is most appropriate for you if you are an Ohio resident looking for an
intermediate-term  investment  with moderate risk that offers income exempt from
both federal and Ohio income tax.  Safety of your  investment and the receipt of
tax-exempt income are of key importance to you. Additionally, you are willing to
accept some interest rate risk in order to seek a higher income return or higher
yield than a short-term investment, like a money market fund.

The Fund's Performance
----------------------
The bar chart shown below  indicates  the risks of investing in the Ohio Insured
Tax-Free Fund. It shows changes in the  performance of the Fund's Class A shares
from year to year during the past 10 years. The chart does not reflect any sales
charges. Sales charges will reduce return.
<PAGE>
The Fund's past performance does not necessarily indicate how it will perform in
the future.

The return for Class C shares  offered by the Fund will  differ from the Class A
returns shown in the bar chart, depending on the expenses of that class.

                      OHIO INSURED TAX-FREE FUND -- CLASS A

YEARS           TOTAL RETURN

1990                 5.92%

1991                11.01%

1992                 8.76%

1993                12.59%

1994                -5.37%

1995                15.86%

1996                 3.07%

1997                 7.20%

1998                 5.54%

1999                -3.10%

         During the period shown in the bar chart, the highest  quarterly return
         was  6.59%  (for the  quarter  ended  March 31,  1995)  and the  lowest
         quarterly return was -5.28% (for the quarter ended March 31, 1994).

         The  year-to-date  return of the Fund's  Class A shares as of September
         30, 2000 is 3.92%.

The  following  table  indicates  the  risks of  investing  in the Ohio  Insured
Tax-Free  Fund. It shows how the Fund's  average  annual returns for the periods
shown  compare  to  that  of  the  Lehman  Brothers  15-Year  Municipal  General
Obligation Bond Index and the Lehman Brothers General Municipal Index.  The
Lehman Brothers 15-Year Municipal General  Obligation Bond Index consists of
investment grade bonds with  maturities  ranging from 12 years up to (but not
exceeding) 17 years.  The Lehman Brothers General Municipal Index consists of
a broad selection of investment grade general obligation and revenue bonds with
maturities ranging from 1 to 30 years.  On November 1, 2000, the Fund changed
its comparative index from the Lehman Brothers 15-Year Municipal General
Obligation Bond Index to the Lehman Brothers General Municipal Index because the
Sub-Advisor believes the Lehman Brothers General Municipal Index more accurately
reflects the Fund's portfolio composition.  The table shows the effect of the
applicable sales charge.
<PAGE>
FOR THE PERIODS ENDED DECEMBER 31, 1999
<TABLE>
<S>                                           <C>                 <C>                <C>
                                                 1 Year           5 Years             10 Years
OHIO INSURED TAX-FREE FUND - CLASS A              -7.70%            4.51%               5.44%
------------------------------------------ -- --------------- -- ------------- ----- -------------
Lehman Brothers 15-Year Municipal
General Obligation Bond Index                     -2.92%            7.72%               7.27%
------------------------------------------ -- --------------- -- ------------- ----- -------------
Lehman Brothers General Municipal Index           -2.07%            6.91%               6.89%
--------------------------------------------------------------------------------------------------
                                                                                     Since
                                                                                     Class
                                                1 Year           5 Years             Started*
------------------------------------------ -- --------------- -- ------------- ----- -------------
OHIO INSURED TAX-FREE FUND - CLASS C              -5.02%            4.58%               2.87%
------------------------------------------ -- --------------- -- ------------- ----- -------------
Lehman Brothers 15-Year Municipal
General Obligation Bond Index                     -2.92%            7.72%               5.27%
------------------------------------------ -- --------------- -- ------------- ----- -------------
Lehman Brothers General Municipal Index           -2.07%            6.91%               4.87%
--------------------------------------------------------------------------------------------------

     * Class C shares began operations on November 1, 1993.
</TABLE>

The Fund's Fees and Expenses
----------------------------
This table  describes the fees and expenses that you may pay if you buy and hold
shares of the Fund:

                                               Shareholder Fees (fees paid
                                               directly from your investment)

                                            Class A Shares        Class C Shares

Maximum Sales Charge (Load)                      4.75%                2.25%
------------------------------------------------- ----------------------------
Maximum Sales Charge (Load) Imposed on
Purchases (as a percentage of offering price)    4.75%1               1.25%
------------------------------------------------- ----------------------------
Maximum Deferred Sales Charge (Load)
(as a percentage of original purchase price        *                  1.00%2
or the amount redeemed, whichever is less)
------------------------------------------------------------------------------
Redemption Fee                                     **                    **
------------------------------------------------------------------------------
Exchange Fee                                      None                   None
------------------------------------------------------------------------------

                                                    Annual Fund Operating
                                                  Expenses (expenses that are
                                                  deducted from Fund assets)

                            Management Fees                0.50%       0.50%
--------------------------------------------------------------------------------
                       Distribution (12b-1) Fees           0.01%       0.54%
--------------------------------------------------------------------------------
                            Other Expenses                 0.26%       0.52%
--------------------------------------------------------------------------------
                 Total Annual Fund Operating Expenses      0.77%       1.56%
--------------------------------------------------------------------------------
               Fee Waiver and/or Expense Reimbursement3    0.02%       0.06%
--------------------------------------------------------------------------------
                             Net Expenses                  0.75%       1.50%
--------------------------------------------------------------------------------


     1   You may pay a reduced sales charge on very large purchases.
     *   There is no sales charge at the time of purchase for purchases of $1
         million or more but a sales charge of 1.00% will be
         assessed on shares redeemed within 1 year of their purchase.
     2   The 1.00% is waived if shares are held for 1 year or longer.
     **  You will be charged a fee for each wire redemption.  This fee is
         subject to change.
     3   Pursuant to a written contract between  Touchstone  Advisors,  Inc. and
         the  Trust,  Touchstone  Advisors  has agreed to waive a portion of its
         advisory fee and/or reimburse  certain expenses in order to limit Total
         Annual  Fund  Operating  Expenses to 0.75% for Class A shares and 1.50%
         for Class C shares.  Touchstone  Advisors has agreed to maintain  these
         expense limitations through at least June 30, 2001.

The following  example should help you compare the cost of investing in the Ohio
Insured  Tax-Free  Fund with the cost of investing in other  mutual  funds.  The
example  assumes  that you  invest  $10,000  in the  Fund  for the time  periods
indicated  and then  sell all of your  shares at the end of those  periods.  The
example also assumes that your investment has a 5% return each year and that the
Fund's  operating  expenses remain the same. The costs would be the same whether
or not shares are  redeemed at the end of the time periods  indicated.  Although
your actual costs may be higher or lower,  based on these assumptions your costs
would be:

                                        Class A Shares       Class C Shares

                    1 Year                  $ 548                 $ 276
                    ---------------- --------------------- --------------------
                    3 Years                 $ 707                 $ 606
                    ---------------- --------------------- --------------------
                    5 Years                 $ 881                 $ 959
                    ---------------- --------------------- --------------------
                    10 Years                $1,382               $1,953
                    ---------------- --------------------- --------------------

*    The examples for the 3, 5 and 10 year  periods are  calculated  using Total
     Annual  Fund  Operating  Expenses  before  the  limits  agreed to under the
     written contract between Touchstone  Advisors and the Trust for the periods
     after year 1.


<PAGE>


TAX-FREE MONEY FUND

The Fund's Investment Goal
--------------------------

The Tax-Free  Money Fund seeks the highest level of interest  income exempt from
federal income tax,  consistent  with the  protection of capital.  The Fund is a
money  market fund which  seeks to maintain a constant  share price of $1.00 per
share.

Its Principal Investment Strategies
-----------------------------------

The Fund invests  primarily in high-quality,  short-term  municipal  obligations
that pay interest that is exempt from federal income tax.

The Fund has a fundamental  investment policy that under normal circumstances at
least 80% of its annual income will be exempt from federal income tax, including
the alternative  minimum tax. This fundamental policy may not be changed without
the approval of the Fund's shareholders.

The Fund may invest more than 25% of its assets in municipal  obligations within
a particular  segment of the bond market. The Fund may also invest more than 25%
of its  assets in  industrial  development  bonds,  which may be backed  only by
nongovernmental  entities.  The Fund will not invest more than 25% of its assets
in securities backed by nongovernmental entities that are in the same industry.

The Fund may also invest in the following types of municipal obligations:

   o Tax-exempt  bonds,  including  general  obligation  bonds,  revenue  bonds
     and industrial  development bonds
   o Tax-exempt notes
   o Tax-exempt commercial paper
   o Floating and variable rate  municipal  obligations
   o When-issued  obligations
   o Obligations with puts attached

To comply with SEC rules  pertaining to money market funds,  the Fund will limit
its investments as follows:

   o The Fund will invest in securities  rated  in 1 of the 2  highest  rating
     categories by a rating agency.
   o The Fund may purchase  unrated securities only if the portfolio manager
     determines the securities meet the Fund's quality standards.
   o The Fund will only invest in  securities  that mature in 13 months or less.
   o The dollar-weighted average maturity of its portfolio will be 90 days or
     less.
<PAGE>
The Key Risks
--------------

An investment in the Fund is not a bank deposit and is not insured or guaranteed
by the FDIC, the U.S. Treasury or any other government entity. Although the Fund
seeks to  preserve  the  value of your  investment  at $1.00  per  share,  it is
possible to lose money by investing in the Fund. The Fund's yield may decrease:

   o If interest rates decrease
   o Because issuers may be unable to make timely payments of interest or
     principal
   o If the Fund's investments are concentrated in a particular segment
     of the bond market and adverse economic developments affecting one
     bond affect other bonds in the same segment

You can find more  information  about  certain  securities in which the Fund may
invest and a more detailed  description  of risks under the heading  "Investment
Strategies And Risks" later in this Prospectus.

Who May Want to Invest
----------------------

This  Fund is  most  appropriate  for you if you  seek a  relatively  low  risk,
short-term  investment that offers tax-exempt income.  Safety of your investment
and the receipt of tax-exempt income are of key importance to you. Additionally,
you are  willing to accept  potentially  lower  returns  in order to  maintain a
lower,  more  tolerable  level of risk and  receive the  benefits of  tax-exempt
income.  This Fund is  appropriate  for you if you are looking for an investment
that maintains a stable share price and offers the added  convenience of writing
checks directly from your account.

The Fund's Performance
----------------------

The bar chart shown below indicates the risks of investing in the Tax-Free Money
Fund. It shows changes in the performance of the Fund's shares from year to year
during the past 10 years.

The Fund's past performance does not necessarily indicate how it will perform in
the future.

                               TAX-FREE MONEY FUND

YEARS           TOTAL RETURN

1990                 5.56%

1991                 4.38%

1992                 2.82%

1993                 2.09%

1994                 2.49%

1995                 3.40%

1996                 2.92%

1997                 2.97%

1998                 2.98%

1999                 2.77%

         During the period shown in the bar chart, the highest  quarterly return
         was 1.38% (for the  quarter  ended  December  31,  1990) and the lowest
         quarterly return was 0.47% (for the quarter ended September 30, 1993).

         For information on the Fund's current and effective  7-day yield,  call
         800.543.0407.
<PAGE>
The following table indicates the risks of investing in the Tax-Free Money Fund.
It shows the Fund's average annual returns for the periods indicated.

FOR THE PERIODS ENDED DECEMBER 31, 1999

                                           1 Year       5 Years     10 Years
Tax-Free Money Fund                         2.77%       3.01%       3.23%
-------------------------------------------------------------------------------


<PAGE>



The Fund's Fees and Expenses
-----------------------------

This table  describes the fees and expenses that you may pay if you buy and hold
shares of the Fund:

                                              Shareholder Fees (fees paid
                                               directly from your investment)

Maximum Sales Charge (Load) Imposed on Purchases       None
------------------------------------------------- ----------------------------
Maximum Deferred Sales Charge (Load)                   None
------------------------------------------------------------------------------
Redemption Fee                                          *
------------------------------------------------------------------------------
Exchange Fee                                           None
------------------------------------------------------------------------------
Check Redemption Processing Fee
------------------------------------------------------------------------------
    First 6 checks per month                           None
------------------------------------------------------------------------------
    Additional checks per month                        $0.25
------------------------------------------------------------------------------


                                                     Annual Fund Operating
                                                    Expenses (expenses that are
                                                    deducted from Fund assets)

                            Management Fees                     0.50%
------------------------------------------------------------------------
                       Distribution (12b-1) Fees                0.01%
------------------------------------------------------------------------
                            Other Expenses                      0.49%
------------------------------------------------------------------------
                 Total Annual Fund Operating Expenses           1.00%
------------------------------------------------------------------------
               Fee Waiver and/or Expense Reimbursement1         0.11%
------------------------------------------------------------------------
                             Net Expenses                       0.89%
------------------------------------------------------------------------

     *   You will be charged a fee for each wire redemption. This fee is subject
         to change.

     1   Pursuant to a written contract between  Touchstone  Advisors,  Inc. and
         the  Trust,  Touchstone  Advisors  has agreed to waive a portion of its
         advisory fee and/or  reimburse  certain Fund expenses in order to limit
         Total Annual Fund Operating Expenses to 0.89%.  Touchstone Advisors has
         agreed to maintain these expense  limitations through at least June 30,
         2001.

The  following  example  should help you compare  the cost of  investing  in the
Tax-Free  Money  Fund with the cost of  investing  in other  mutual  funds.  The
example  assumes  that you  invest  $10,000  in the  Fund  for the time  periods
indicated  and then  sell all of your  shares at the end of those  periods.  The
example also assumes that your investment has a 5% return each year and that the
Fund's  operating  expenses remain the same. The costs would be the same whether
or not shares are redeemed at the end of the periods  indicated.  Although  your
actual costs may be higher or lower, based on these assumptions your costs would
be:


<PAGE>






                    1 Year                   $  91
                    ----------------- ---------------------
                    3 Years                  $ 307
                    ----------------- ---------------------
                    5 Years                  $ 542
                    ----------------- ---------------------
                    10 Years                 $1,215
                    ----------------- ---------------------

*    The  examples  for the 3, 5 and 10 year  periods are  calculated  using the
     Total Annual Fund Operating  Expenses before the limits agreed to under the
     written contract between Touchstone  Advisors and the Trust for the periods
     after year 1.


<PAGE>


OHIO TAX-FREE MONEY FUND

The Fund's Investment Goal
--------------------------

The Ohio Tax-Free  Money Fund seeks the highest  level of current  income exempt
from federal income tax and Ohio personal income tax,  consistent with liquidity
and  stability  of  principal.  The Fund is a money  market  fund which seeks to
maintain a constant share price of $1.00 per share.

Its Principal Investment Strategies
-----------------------------------

The Fund  invests  primarily  (at least 65% of total  assets)  in  high-quality,
short-term Ohio municipal  obligations issued by the State of Ohio, its agencies
and  municipalities,  that pay interest that is exempt from both federal  income
tax and Ohio personal income tax.

The Fund has a fundamental  investment policy that under normal circumstances at
least  80%  of its  total  assets  will  be  invested  in  short-term  municipal
obligations that pay interest that is exempt from federal income tax,  including
the alternative  minimum tax. This fundamental policy may not be changed without
the approval of the Fund's shareholders.

The Fund may invest more than 25% of its assets in municipal  obligations within
a particular  segment of the bond market. The Fund may also invest more than 25%
of its  assets in  industrial  development  bonds,  which may be backed  only by
nongovernmental  entities.  The Fund will not invest more than 25% of its assets
in securities backed by nongovernmental entities that are in the same industry.

The Fund may also invest in the following  types of Ohio  municipal  obligations
and other municipal obligations:

   o  Tax-exempt  bonds,  including  general  obligation  bonds,  revenue  bonds
      and industrial  development bonds
   o  Tax-exempt notes
   o  Tax-exempt commercial paper
   o  Floating and variable rate  municipal  obligations
   o  When-issued  obligations
   o  Obligations with puts attached

To comply with SEC rules  pertaining to money market funds,  the Fund will limit
its investments as follows:


   o The Fund will invest in securities  rated  in 1 of the 2  highest  rating
     categories by a rating agency.
   o The Fund may purchase  unrated  securities only if the portfolio manager
     determines the securities meet the Fund's quality standards.
   o The Fund will only invest in  securities  that mature in 13 months or less.
   o The dollar-weighted average maturity of its portfolio will be 90 days or
     less.
<PAGE>
The Key Risks
-------------
An investment in the Fund is not a bank deposit and is not insured or guaranteed
by the FDIC, the U.S. Treasury or any other government entity. Although the Fund
is a money  market fund and seeks to preserve  the value of your  investment  at
$1.00 per share,  it is possible  to lose money by  investing  in the Fund.  The
Fund's yield may decrease:

    o If interest rates decrease
    o Because issuers may be unable to make timely payments of interest or
      principal
    o If  the Fund's  investments  are  concentrated  in a  particular
      segment  of the bond  market  and  adverse  economic  developments
      affecting one bond affect other bonds in the same segment
    o If economic conditions within the State of Ohio decline
    o Because  the Fund is  non-diversified  it may  hold a  significant
      percentage  of its assets in the  securities of one issuer and the
      securities of that issuer may not increase in value as expected

You can find more  information  about  certain  securities in which the Fund may
invest and a more detailed  description  of risks under the heading  "Investment
Strategies And Risks" later in this Prospectus.

Who May Want to Invest
----------------------

This  Fund is most  appropriate  for you if you are an Ohio  resident  seeking a
relatively low risk,  short-term  investment that offers income exempt from both
federal  and Ohio  income  tax.  Safety of your  investment  and the  receipt of
tax-exempt income are of key importance to you. Additionally, you are willing to
accept  potentially  lower returns in order to maintain a lower,  more tolerable
level of risk and  receive  the  benefits  of  tax-exempt  income.  This Fund is
appropriate for you if you are looking for an investment that maintains a stable
share price and offers (retail  shareholders)  the added  convenience of writing
checks directly from their account.



<PAGE>


The Fund's Performance
----------------------

The bar chart shown below  indicates the risks of investing in the Ohio Tax-Free
Money Fund. It shows changes in the  performance  of the Fund's Retail (Class A)
shares from year to year during the past 10 years.

The Fund's past performance does not necessarily indicate how it will perform in
the future.

The return for  Institutional  shares  offered by the Fund will  differ from the
returns of Retail  shares  shown in the bar chart,  depending on the expenses of
that class.

                    OHIO TAX-FREE MONEY FUND - RETAIL SHARES

YEARS           TOTAL RETURN

1990                 5.48%

1991                 4.25%

1992                 2.68%

1993                 1.99%

1994                 2.40%

1995                 3.40%

1996                 2.94%

1997                 3.08%

1998                 2.96%

1999                 2.70%

         During the period shown in the bar chart, the highest  quarterly return
         was 1.37% (for the  quarter  ended  December  31,  1990) and the lowest
         quarterly return was 0.46% (for the quarter ended March 31, 1994).

         For information on the Fund's current and effective  7-day yield,  call
         800.543.0407.

The following  table indicates the risks of investing in the Ohio Tax-Free Money
Fund. It shows the Fund's average annual returns for the periods indicated.


<PAGE>


FOR THE PERIODS ENDED DECEMBER 31, 1999

                                               1 Year     5 Years    10 Years


Ohio Tax-Free Money Fund -  Retail Shares       2.70%      3.01%      3.18%

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


                                                1 Year     Since Class Started*
--------------------------------------------------------------------------------

Ohio Tax-Free Money Fund - Institutional
Shares                                            2.96%         3.17%
--------------------------------------------------------------------------------
     *Institutional shares began operations on January 7, 1997.


The Fund's Fees and Expenses
----------------------------
This table  describes the fees and expenses that you may pay if you buy and hold
shares of the Fund:

                                                Shareholder Fees (fees paid
                                                directly from your investment)
-------------------------------------------------------------------------------
                                                  Retail          Institutional
                                                  Shares          Shares

Maximum Sales Charge (Load) Imposed on Purchases   None            None
------------------------------------------------------------------------ -------
Maximum Deferred Sales Charge (Load)               None            None
------------------------------------------------------------------------ -------
Redemption Fee                                      *              None
------------------------------------------------------------------------ -------
Exchange Fee                                       None            None
------------------------------------------------------------------------ -------
Check Redemption Processing Fee                                   Checking
                                                                  Not Available
------------------------------------------------------------------------ -------
    First 6 checks per month                       None
------------------------------------------------------------------------ -------
    Additional checks per month                    $0.25
------------------------------------------------------------------------ -------


                                                   Annual Fund Operating
                                                   Expenses (expenses that are
                                                   deducted from Fund assets)

                      Management Fees              0.50%           0.50%
--------------------------------------------------------------------------------
                 Distribution (12b-1) Fees         0.23%           None
--------------------------------------------------------------------------------
                      Other Expenses               0.04%           0.02%
--------------------------------------------------------------------------------
           Total Annual Fund Operating Expenses    0.77%           0.52%
--------------------------------------------------------------------------------
         Fee Waiver and/or Expense Reimbursement1  0.02%           0.02%
--------------------------------------------------------------------------------
                        Net Expenses               0.75%           0.50%
--------------------------------------------------------------------------------

     * Retail shareholders will be charged a fee for each wire redemption.  This
       fee is subject to change.
<PAGE>
     1   Pursuant to a written contract between  Touchstone  Advisors,  Inc. and
         the  Trust,  Touchstone  Advisors  has agreed to waive a portion of its
         advisory fee and/or reimburse  certain expenses in order to limit Total
         Annual Fund Operating Expenses to 0.75% for Retail Shares and 0.50% for
         Institutional Shares.  Touchstone Advisors has agreed to maintain these
         expense limitations through at least June 30, 2001.

The following  example should help you compare the cost of investing in the Ohio
Tax-Free  Money  Fund with the cost of  investing  in other  mutual  funds.  The
example  assumes  that you  invest  $10,000  in the  Fund  for the time  periods
indicated  and then  sell all of your  shares at the end of those  periods.  The
example also assumes that your investment has a 5% return each year and that the
Fund's  operating  expenses remain the same. The costs would be the same whether
or not shares are redeemed at the end of the periods  indicated.  Although  your
actual costs may be higher or lower, based on these assumptions your costs would
be:

                                                               Institutional
                                         Retail Shares            Shares


                    1 Year                    $ 77                 $ 51
                    ----------------- --------------------- --------------------
                    3 Years                   $244                 $165
                    ----------------- --------------------- --------------------
                    5 Years                   $426                 $289
                    ----------------- --------------------- --------------------
                    10 Years                  $952                 $651
                    ----------------- --------------------- --------------------

*      The examples for the 3, 5 and 10 year  periods are  calculated  using the
       Total Annual Fund  Operating  Expenses  before the limits agreed to under
       the written  contract between  Touchstone  Advisors and the Trust for the
       periods after year 1.


<PAGE>


CALIFORNIA TAX-FREE MONEY FUND

The Fund's Investment Goal
--------------------------
The  California  Tax-Free  Money Fund seeks the highest level of current  income
exempt  from  federal  income tax and  California  income tax,  consistent  with
liquidity  and  stability  of  principal.  The Fund is a money market fund which
seeks to maintain a constant share price of $1.00 per share.

Its Principal Investment Strategies
-----------------------------------

The Fund  invests  primarily  (at least 65% of total  assets)  in  high-quality,
short-term  California municipal  obligations issued by the State of California,
its agencies  and  municipalities,  that pay  interest  that is exempt from both
federal income tax and California income tax.

The Fund has a fundamental  investment policy that under normal circumstances at
least 80% of its annual income will be exempt from federal income tax, including
the alternative  minimum tax. This fundamental policy may not be changed without
the approval of the Fund's shareholders.

The Fund may invest more than 25% of its assets in municipal  obligations within
a particular  segment of the bond market. The Fund may also invest more than 25%
of its  assets in  industrial  development  bonds,  which may be backed  only by
non-governmental  entities. The Fund will not invest more than 25% of its assets
in securities backed by non-governmental entities that are in the same industry.

The  Fund  may also  invest  in the  following  types  of  California  municipal
obligations and other municipal obligations:

   o Tax-exempt bonds, including general obligation bonds, revenue  bonds and
     industrial  development bonds
   o Tax-exempt notes
   o Tax-exempt commercial paper
   o Floating and variable rate  municipal  obligations
   o When-issued  obligations
   o Obligations with puts attached

To comply with SEC rules  pertaining to money market funds,  the Fund will limit
its investments as follows:

   o The Fund will invest in  securities  rated  in 1 of the 2  highest  rating
     categories by a rating agency.
   o The Fund may purchase  unrated  securities only if the portfolio manager
     determines the securities meet the Fund's quality standards.
   o The Fund will only invest in  securities  that mature in 13 months or less.
   o The dollar-weighted average maturity of its portfolio will be 90 days or
     less.
<PAGE>
The Key Risks
--------------
An investment in the Fund is not a bank deposit and is not insured or guaranteed
by the FDIC, the U.S. Treasury or any other government entity. Although the Fund
is a money  market fund and seeks to preserve  the value of your  investment  at
$1.00 per share,  it is possible  to lose money by  investing  in the Fund.  The
Fund's yield may decrease:

    o If interest rates decrease
    o Because issuers may be unable to make timely payments of interest or
      principal
    o If  the Fund's  investments  are  concentrated  in a  particular
      segment  of the bond  market  and  adverse  economic  developments
      affecting one bond affect other bonds in the same segment
    o If economic conditions within the State of California decline
    o Because  the Fund is  non-diversified  it may  hold a  significant
      percentage  of its assets in the  securities of one issuer and the
      securities of that issuer may not increase in value as expected

You can find more  information  about  certain  securities in which the Fund may
invest and a more detailed  description  of risks under the heading  "Investment
Strategies And Risks" later in this Prospectus.

Who May Want to Invest
----------------------
This Fund is most appropriate for you if you are a California resident seeking a
relatively low risk,  short-term  investment that offers income exempt from both
federal and California  income tax. Safety of your investment and the receipt of
tax-exempt income are of key importance to you. Additionally, you are willing to
accept  potentially  lower returns in order to maintain a lower,  more tolerable
level of risk and  receive  the  benefits  of  tax-exempt  income.  This Fund is
appropriate  for you if you are  looking  for an  investment  that  maintains  a
constant share price and offers the added convenience of writing checks directly
from your account.



<PAGE>


The Fund's Performance
-----------------------
The bar chart shown below  indicates  the risks of investing  in the  California
Tax-Free  Money Fund. It shows changes in the  performance  of the Fund's shares
from year to year during the past 10 years.

The Fund's past performance does not necessarily indicate how it will perform in
the future.

                         CALIFORNIA TAX-FREE MONEY FUND

YEARS           TOTAL RETURN

1990                 5.48%

1991                 4.25%

1992                 2.77%

1993                 1.95%

1994                 2.29%

1995                 3.18%

1996                 2.78%

1997                 2.89%

1998                 2.82%

1999                 2.52%

         During the period shown in the bar chart, the highest  quarterly return
         was 1.29% (for the  quarter  ended  December  31,  1990) and the lowest
         quarterly return was 0.44% (for the quarter ended March 31, 1994).

         For information on the Fund's current and effective  7-day yield,  call
         800.543.0407.

The following table indicates the risks of investing in the California  Tax-Free
Money  Fund.  It  shows  the  Fund's  average  annual  returns  for the  periods
indicated.


<PAGE>

FOR THE PERIODS ENDED DECEMBER 31, 1999

                                                                      Since Fund
                                   1 Year    5 Years     10 Years     Started*

California Tax-Free Money Fund     2.52%     2.84%       3.09%        3.20%
-------------------------------------------------------------------------------
     *The Fund began operations on July 25, 1989.


The Fund's Fees and Expenses
----------------------------
This table  describes the fees and expenses that you may pay if you buy and hold
shares of the Fund:


                                                   Shareholder Fees (fees paid
                                                  directly from your investment)

Maximum Sales Charge (Load) Imposed on Purchases       None
------------------------------------------------- ----------------------------
Maximum Deferred Sales Charge (Load)                   None
------------------------------------------------------------------------------
Redemption Fee                                          *
------------------------------------------------------------------------------
Exchange Fee                                           None
------------------------------------------------------------------------------
Check Redemption Processing Fee
------------------------------------------------------------------------------
    First 6 checks per month                           None
------------------------------------------------------------------------------
    Additional checks per month                        $0.25
------------------------------------------------------------------------------

                                                     Annual Fund Operating
                                                    Expenses (expenses that are
                                                    deducted from Fund assets)

                    Management Fees                     0.50%
------------------------------------------------------------------------
               Distribution (12b-1) Fees                0.05%
------------------------------------------------------------------------
                    Other Expenses                      0.20%
------------------------------------------------------------------------
         Total Annual Fund Operating Expenses           0.75%
------------------------------------------------------------------------

     *   You will be charged a fee for each wire redemption. This fee is subject
         to change.
<PAGE>



The  following  example  should help you compare  the cost of  investing  in the
California Tax-Free Money Fund with the cost of investing in other mutual funds.
The example  assumes  that you invest  $10,000 in the Fund for the time  periods
indicated  and then  sell all of your  shares at the end of those  periods.  The
example also assumes that your investment has a 5% return each year and that the
Fund's  operating  expenses remain the same. The costs would be the same whether
or not shares are redeemed at the end of the periods  indicated.  Although  your
actual costs may be higher or lower, based on these assumptions your costs would
be:

                    1 Year                    $ 77
                    ----------------- ---------------------
                    3 Years                   $240
                    ----------------- ---------------------
                    5 Years                   $417
                    ----------------- ---------------------
                    10 Years                  $930
                    ----------------- ---------------------





<PAGE>


FLORIDA TAX-FREE MONEY FUND

The Fund's Investment Goal
--------------------------

The  Florida  Tax-Free  Money Fund seeks the highest  level of  interest  income
exempt from federal  income tax,  consistent  with  liquidity  and  stability of
principal.  The Fund is a money  market  fund which seeks to maintain a constant
share price of $1.00 per share.

Its Principal Investment Strategies
-----------------------------------
The Fund  invests  primarily  (at least 65% of total  assets)  in  high-quality,
short-term  Florida municipal  obligations  issued by the State of Florida,  its
agencies and municipalities,  that pay interest that is exempt from both federal
income tax and the Florida intangible personal property tax.

The Fund has a fundamental  investment policy that under normal circumstances at
least 80% of its annual income will be exempt from federal income tax, including
the alternative  minimum tax. This fundamental policy may not be changed without
the approval of the Fund's shareholders.

The Fund may invest more than 25% of its assets in municipal  obligations within
a particular  segment of the bond market. The Fund may also invest more than 25%
of its  assets in  industrial  development  bonds,  which may be backed  only by
non-governmental  entities. The Fund will not invest more than 25% of its assets
in securities backed by non-governmental entities that are in the same industry.

The Fund may also invest in the following types of Florida municipal obligations
and other municipal obligations:

   o Tax-exempt bonds, including general obligation  bonds,  revenue  bonds and
     industrial  development bonds
   o Tax-exempt notes
   o Tax-exempt commercial paper
   o Floating and variable rate  municipal obligations
   o When-issued  obligations
   o Obligations with puts attached

To comply with SEC rules  pertaining to money market funds,  the Fund will limit
its investments as follows:

   o The Fund will invest in  securities  rated  in 1 of the 2  highest  rating
     categories by a rating agency.
   o The Fund may purchase  unrated  securities only if the portfolio manager
     determines the securities meet the Fund's quality standards.
   o The Fund will only invest in  securities  that mature in 13 months or less.
   o The dollar-weighted average maturity of its portfolio will be 90 days or
     less.
<PAGE>
The Key Risks
-------------
An investment in the Fund is not a bank deposit and is not insured or guaranteed
by the FDIC, the U.S. Treasury or any other government entity. Although the Fund
seeks to  preserve  the  value of your  investment  at $1.00  per  share,  it is
possible to lose money by investing in the Fund. The Fund's yield may decrease:

    o If interest rates decrease
    o Because issuers may be unable to make timely payments of interest or
      principal
    o If the Fund's investments are concentrated in a particular segment
      of the bond market and adverse economic developments affecting one
      bond affect other bonds in the same segment
   o  If economic conditions within the State of Florida decline
   o  Because  the Fund is  non-diversified  it may  hold a  significant
      percentage  of its assets in the  securities of one issuer and the
      securities of that issuer may not increase in value as expected

You can find more  information  about  certain  securities in which the Fund may
invest and a more detailed  description  of risks under the heading  "Investment
Strategies And Risks" later in this Prospectus.

Who May Want to Invest
----------------------

This Fund is most  appropriate for you if you are a Florida  resident  seeking a
relatively low risk,  short-term  investment that offers income exempt from both
federal income tax and the Florida  intangible  personal property tax. Safety of
your  investment  and the receipt of tax-exempt  income are of key importance to
you. Additionally,  you are willing to accept potentially lower returns in order
to maintain a lower,  more  tolerable  level of risk and receive the benefits of
tax-exempt  income.  This Fund is appropriate  for you if you are looking for an
investment  which  maintains  a  constant  share  price  and  offers  the  added
convenience of writing checks directly from your account.


<PAGE>



The Fund's Performance
----------------------
The bar chart  shown  below  indicates  the risks of  investing  in the  Florida
Tax-Free  Money Fund. It shows changes in the  performance  of the Fund's shares
from year to year since the Fund started.

The Fund's past performance does not necessarily indicate how it will perform in
the future.

                           FLORIDA TAX-FREE MONEY FUND

YEARS           TOTAL RETURN

1993                 2.24%

1994                 2.40%

1995                 3.56%

1996                 2.98%

1997                 3.00%

1998                 2.94%

1999                 2.63%

         During the period shown in the bar chart, the highest  quarterly return
         was  0.94%  (for the  quarter  ended  June  30,  1995)  and the  lowest
         quarterly return was 0.49% (for the quarter ended March 31, 1994).

         For information on the Fund's current and effective  7-day yield,  call
         800.543.0407.

The table below  indicates the risks of investing in the Florida  Tax-Free Money
Fund. It shows the Fund's average annual returns for the periods indicated.

For the periods ended December 31, 1999

                                                                    Since
                                                                    Fund
                                         1 Year        5 Years      Started*

Florida Tax-Free Money Fund              2.63%         3.02%        2.82%
-----------------------------------------------------------------------------
*The Fund began operations on November 13, 1992.


<PAGE>


The Fund's Fees and Expenses
----------------------------
This table  describes the fees and expenses that you may pay if you buy and hold
shares of the Fund:

                                              Shareholder Fees (fees paid
                                               directly from your investment)

Maximum Sales Charge (Load) Imposed on Purchases       None
------------------------------------------------- ----------------------------
Maximum Deferred Sales Charge (Load)                   None
------------------------------------------------------------------------------
Redemption Fee                                          *
------------------------------------------------------------------------------
Exchange Fee                                           None
------------------------------------------------------------------------------
Check Redemption Processing Fee
------------------------------------------------------------------------------
    First 6 checks per month                           None
------------------------------------------------------------------------------
    Additional checks per month                        $0.25
------------------------------------------------------------------------------


                                                      Annual Fund Operating
                                                    Expenses (expenses that are
                                                    deducted from Fund assets)

                            Management Fees                     0.50%
------------------------------------------------------------------------
                       Distribution (12b-1) Fees                0.09%
------------------------------------------------------------------------
                            Other Expenses                      0.41%
------------------------------------------------------------------------
                 Total Annual Fund Operating Expenses           1.00%
------------------------------------------------------------------------
               Fee Waiver and/or Expense Reimbursement1         0.27%
------------------------------------------------------------------------
                             Net Expenses                       0.73%
------------------------------------------------------------------------

     * You will be charged a fee for each wire  redemption.  This fee is subject
       to change.

     1 Pursuant to a written contract between  Touchstone  Advisors,  Inc. and
       the  Trust,  Touchstone  Advisors  has agreed to waive a portion of its
       advisory fee and/or reimburse  certain expenses in order to limit Total
       Annual Fund Operating Expenses to 0.75% or below.  Touchstone  Advisors
       has agreed to maintain these expense  limitations through at least June
       30, 2001.

The  following  example  should help you compare  the cost of  investing  in the
Florida  Tax-Free  Money Fund with the cost of investing in other mutual  funds.
The example  assumes  that you invest  $10,000 in the Fund for the time  periods
indicated  and then  sell all of your  shares at the end of those  periods.  The
example also assumes that your investment has a 5% return each year and that the
Fund's  operating  expenses remain the same. The costs would be the same whether
or not shares are redeemed at the end of the periods  indicated.  Although  your
actual costs may be higher or lower, based on these assumptions your costs would
be:

                    1 Year                   $  75
                    ----------------- ---------------------
                    3 Years                  $ 292
                    ----------------- ---------------------
                    5 Years                  $ 526
                    ----------------- ---------------------
                    10 Years                 $1,200
                    ----------------- ---------------------

*      The examples for the 3, 5 and 10 year  periods are  calculated  using the
       Total Annual Fund  Operating  Expenses  before the limits agreed to under
       the written  contract between  Touchstone  Advisors and the Trust for the
       periods after year 1.


<PAGE>


INVESTMENT STRATEGIES AND RISKS

Can a Fund Depart From its Normal Strategies?
---------------------------------------------
Each  Fund may  depart  from  its  principal  investment  strategies  by  taking
temporary  defensive  positions  in  response  to adverse  market,  economic  or
political conditions.  During these times, a Fund may not achieve its investment
goals.

Can a Fund Change Its Investment Goal?
--------------------------------------

The Tax-Free Intermediate Term Fund, the Ohio Insured Tax-Free Fund and the Ohio
Tax-Free  Money  Fund may each  change its  investment  goal(s) by a vote of the
Board of Trustees,  without shareholder approval. You would be notified at least
30 days before any such change took effect.

Do the Funds Have Other Investment Strategies in Addition to Their
Principal Investment Strategies?
------------------------------------------------------------------

The  Tax-Free  Intermediate  Term Fund and Ohio Insured  Tax-Free  Fund may also
invest in:

    o   Floating and variable rate municipal obligations
    o   Lease obligations

The Funds at a Glance.
----------------------
The following two tables can give you a quick basic  understanding  of the types
of  securities  a Fund tends to invest in and some of the main risks  associated
with a Fund's  investments.  You should read all of the information about a Fund
and its risks before deciding to invest.


<PAGE>


How Can I Tell, at a Glance, Which Types of Securities a Fund Might Invest in?
------------------------------------------------------------------------------
The following  table shows the types of securities in which each Fund  generally
will invest. Investments marked P are principal investments.  Investments marked
O are other types of securities in which the Fund may invest to a lesser extent.
Some of the Funds' investments are described in detail below.
<TABLE>
<S>                               <C>            <C>             <C>          <C>              <C>              <C>
                                    Tax-Free                                                   California       Florida
                                  Intermediate   Ohio Insured     Tax-Free    Ohio Tax-Free     Tax-Free        Tax-Free
                                   Term Fund     Tax-Free Fund   Money Fund     Money Fund     Money Fund      Money Fund
Financial Instruments
---------------------
   Invests primarily in                P               P             P              P               P              P
Municipal Obligations
   Invests in money market                                           P              P               P              P
instruments
   Invests primarily in
investment grade debt                  P               P
securities
   Invests in floating and
variable rate municipal                O               O             P              P               P              P
obligations
   Invests in when-issued              P               P             P              P               P              P
obligations
   Invests in obligations with         P               P             P              P               P              P
puts attached
   Invests in lease obligations        O               O
Investment Techniques
---------------------
   Emphasizes federal                  P               P             P              P               P              P
tax-exempt income
   Emphasizes state tax-exempt                         P                            P               P              P
income
   Emphasizes insured                                  P
municipal obligations
</TABLE>
Additional Information About Fund Investments
---------------------------------------------

MUNICIPAL  OBLIGATIONS are debt securities  issued by states and their political
subdivisions,  agencies,  authorities  and  instrumentalities  to finance public
works facilities,  to pay general operating expenses or to refinance outstanding
debt.  Municipal  obligations  may also be issued  to  finance  various  private
activities for the construction of housing, educational or medical facilities or
the financing of privately owned or operated facilities. The two principal types
of  municipal  obligations  are  general  obligation  bonds and  revenue  bonds,
including  industrial revenue bonds.  General obligation bonds are backed by the
issuer's full faith and credit and taxing power. Revenue bonds are backed by the
revenues of a specific project,  facility or tax.  Industrial  revenue bonds are
backed by the credit of a private user of the  facility.  Municipal  obligations
pay interest that is, in the opinion of bond counsel to the issuer,  exempt from
federal income tax, including the alternative minimum tax.



<PAGE>


             o Ohio Municipal  Obligations  are issued by the State of Ohio and
              its   political    subdivisions,    agencies,    authorities   and
              instrumentalities.  They pay  interest  that is, in the opinion of
              bond counsel to the issuer,  exempt from both  federal  income tax
              and Ohio personal income tax.

            o California  Municipal  Obligations  are  issued  by the  State  of
              California and its political subdivisions,  agencies,  authorities
              and  instrumentalities.  They pay interest that is, in the opinion
              of bond counsel to the issuer, exempt from both federal income tax
              and California income tax.

            o Florida  Municipal  Obligations are issued by the State of Florida
              and  its  political   subdivisions,   agencies,   authorities  and
              instrumentalities.  They pay  interest  that is, in the opinion of
              bond counsel to the issuer,  exempt from both  federal  income tax
              and the Florida intangible personal property tax.

FLOATING AND VARIABLE RATE MUNICIPAL  OBLIGATIONS are municipal obligations with
interest  rates that are adjusted  when a specific  interest  rate index changes
(floating  rate  obligations)  or on a  schedule  (variable  rate  obligations).
Although there may not be an active secondary  market for a particular  floating
or variable rate  obligation,  these  obligations  usually have demand  features
which permit a Fund to demand  payment in full of the  principal  and  interest.
Obligations  with demand  features are often secured by letters of credit issued
by a bank or other financial institution. A letter of credit may reduce the risk
that an entity  will not be able to meet the  Fund's  demand  for  repayment  of
principal and interest.

WHEN-ISSUED  OBLIGATIONS  are  municipal  obligations  that  are  paid  for  and
delivered  within 15 to 45 days after the date of purchase.  A Fund investing in
when-issued  obligations  will  maintain a segregated  account of cash or liquid
securities  to pay for its  when-issued  obligations  and this  account  will be
valued  daily in order to account  for market  fluctuations  in the value of its
when-issued obligations.

OBLIGATIONS WITH PUTS ATTACHED are municipal obligations that may be resold back
to the seller at a specific  price or yield within a specific  period of time. A
Fund will purchase obligations with puts attached for liquidity purposes and may
pay a higher price for obligations  with puts attached than the price of similar
obligations  without  puts  attached.  The  purchase  of  obligations  with puts
attached  involves  the risk that the seller may not be able to  repurchase  the
underlying obligation.

LEASE  OBLIGATIONS are municipal  obligations that constitute  participations in
lease  obligations  of  municipalities  to  acquire  land and a wide  variety of
equipment and facilities.  While a lease obligation is not a general  obligation
of the  municipality  that has pledged its taxing power,  a lease  obligation is
ordinarily backed by the municipality's  promise to budget for,  appropriate for
and make payments due under the obligation.  Some lease  obligations may contain
specific clauses providing that the municipality has no obligation to make lease
or installment  purchase  payments in future years unless money is  appropriated
for such purpose on an annual basis.

INSURED MUNICIPAL  OBLIGATIONS are municipal obligations that require an insurer
to make payments of principal and interest,  when due, if the issuer defaults on
its payments.  The obligations  purchased by the Ohio Insured Tax-Free Fund will
be insured  either  through an insurance  policy  purchased by the issuer of the
obligation or through an insurance policy purchased by the Fund.
<PAGE>
HOW CAN I TELL, AT A GLANCE, A FUND'S KEY RISKS?

The following  table shows some of the main risks to which each Fund is subject.
Risks  marked P are  principal  risks.  Risks  marked O are other risks that may
impact the Fund to a lesser extent. Each risk is described in detail below.
<TABLE>
<S>                               <C>            <C>             <C>          <C>              <C>           <C>
                                    Tax-Free                                                   California        Florida
                                  Intermediate   Ohio Insured     Tax-Free    Ohio Tax-Free     Tax-Free     Tax-Free Money
                                   Term Fund     Tax-Free Fund   Money Fund     Money Fund     Money Fund         Fund

Credit Risk                            P               P             P              P               P               P
-----------
Interest Rate Risk                     P               P             P              P               P               P
------------------
Non-Diversification Risk                               P                            P               P               P
------------------------
Concentration Risk                     P               P             P              P               P               P
------------------
Tax Risk                               O               O             O              O               O               O
--------
</TABLE>

Risks of Investing in the Funds
-------------------------------

CREDIT RISK. The securities in a Fund's portfolio are subject to the possibility
that a deterioration in the financial condition of an issuer, or a deterioration
in general  economic  conditions  could  cause an issuer to fail to make  timely
payments of principal or interest,  when due. Also,  some municipal  obligations
may be  backed  by a  letter  of  credit  issued  by a bank or  other  financial
institution.  Adverse developments  affecting banks could have a negative effect
on the value of a Fund's portfolio securities.

INTEREST  RATE RISK.  Each of the Tax-Free  Intermediate  Term Fund and the Ohio
Insured  Tax-Free  Fund is  subject  to the risk  that the  market  value of its
portfolio  securities will decline because of rising interest rates.  The prices
of debt securities are generally linked to the prevailing market interest rates.
In general,  when interest rates rise, the prices of debt  securities  fall, and
when  interest  rates  fall,  the  prices  of debt  securities  rise.  The price
volatility  of a debt  security  also depends on its  maturity.  Generally,  the
longer the maturity of a debt security,  the greater its  sensitivity to changes
in interest rates. To compensate investors for this higher risk, debt securities
with longer  maturities  generally offer higher yields than debt securities with
shorter maturities.

The  yield of the  Tax-Free  Money  Fund,  the Ohio  Tax-Free  Money  Fund,  the
California  Tax-Free  Money Fund and the Florida  Tax-Free  Money Fund will vary
from day to day due to changes in interest rates.  Generally,  each Fund's yield
will increase when interest rates increase and will decrease when interest rates
decrease.

NON-DIVERSIFICATION  RISK. A non-diversified Fund may invest more than 5% of its
assets in the  securities  of a single  issuer.  This may cause the value of the
Fund's shares to be more sensitive to any single economic,  business,  political
or regulatory occurrence than the value of shares in a diversified fund.

CONCENTRATION  RISK.  A Fund that  invests a  significant  portion  of its total
assets (more than 25%) in the  securities  of a particular  bond market  segment
(e.g.,  housing  agency  bonds  or  airport  bonds)  or in the  securities  of a
particular state is subject to the risk that adverse  circumstances  will have a
greater  impact  on  the  Fund  than  a  fund  that  does  not  concentrate  its
investments. It is possible that economic, business or political developments or
other changes  affecting one security in the area of  concentration  will affect
other  securities  in that area of  concentration  in the same  manner,  thereby
increasing the risk of such investments.

  o        Ohio Municipal Obligations. Economic and political conditions in the
           state of Ohio may impact the value of Ohio Municipal Obligations.
           Ohio's economy retains a strong industrial manufacturing base while
           steady growth in the services and trade sectors diversifies the
           state's overall employment.  Ohio's economy continued to perform well
           in 1999. Unemployment remains low at 4% in November 1999 and overall
           job growth, led by the services and trade sectors, tracks the
           national average.  At the end of the 1999 fiscal year the state had a
           general revenue fund balance of $2.6 billion. The state's 2000-2001
           budget reflects a 6% spending increase in fiscal 2000, with spending
           for education being the highest priority. The state is working to
           correct the constitutional deficiencies of the current education
           funding system in response to a 1998 decision by the Ohio Supreme
           Court declaring the current system unconstitutional. The Ohio Supreme
           Court's decision poses challenges to the state to balance education
           funding with competing state spending requirements, while maintaining
           its strong financial position. Although no issuers of Ohio Municipal
           Obligations are currently in default on their payments of principal
           and interest, a default could adversely impact the market values and
           marketability of all Ohio Municipal Obligations.

  o        California Municipal Obligations. Economic and political conditions
           in the state of California may impact the value of California
           Municipal Obligations. California has a broad-based economy, with
           manufacturing representing just 14% of state employment, trade 23%,
           services 31% and government 16%.  Although the nationwide recession
           of the early 1990s severely affected several key industries, such as
           defense, aerospace and high technology, gains in the construction,
           entertainment, tourism and computer sectors (particularly Internet-
           related firms) have helped drive the recent recovery.  The state
           accounted for 40% of the nation's non-farm job growth in August 1999.
           This has led to improved state finances and has eliminated the need
           to borrow externally across fiscal years for cash flow purposes.
           After running general fund operating deficits, the state ended fiscal
           1998 with a general fund surplus of $3 billion.  The state's future
           budgets will be challenged by school enrollment growth and
           Proposition 98 mandated school funding levels, prison funding
           required by new mandatory sentencing laws, social service needs and a
           two-thirds legislative requirement for budget passage. Although no
           issuers of California municipal obligations are currently in default
           on their payments of interest and principal, a default could
           adversely impact the market values and marketability of all
           California Municipal Obligations.
<PAGE>
  o        Florida Municipal Obligations. Economic and political conditions in
           the state of Florida may impact the value of Florida Municipal
           Obligations. Florida has a service-based economy that continues to
           diversify and grow at a steady pace. Florida does not have a tax on
           personal income but has an ad valorem tax on intangible personal
           property as well as sales and use taxes. These taxes are the
           principal source of funds to meet state expenses, including the
           repayment of its debt obligations. As a result, the state has a
           relatively narrow tax base with 71% of its revenues derived from the
           6% sales and use tax. The state's income structure depends more on
           property income (dividends, income and rent) and transfer payments
           (social security and pension benefits) due to the significant
           retirement age population. Despite this reliance on a cyclical
           revenue source, Florida has managed its overall financial program
           well. The state has generated operating surpluses in recent years
           while maintaining tax levels and funding growth-related service
           requirements. Florida's future budgets will be challenged by the
           passage of a constitutional amendment obligating the state to make
           ample provision for high-quality education for all children, limits
           on state sales tax growth due to the rapid expansion of Internet
           commerce, and the effect of international economic uncertainty on the
           state's exports and tourism business. Although no issuers of
           Florida Municipal Obligations are currently in default on their
           payments of principal and interest, a default could adversely impact
           the market values and marketability of all Florida Municipal
           Obligations.

TAX RISK.  Certain  provisions  of the  Internal  Revenue  Code  relating to the
issuance of municipal  obligations may reduce the volume of municipal securities
that qualify for federal tax exemptions.  Proposals that may further restrict or
eliminate the income tax exemptions for interest on municipal obligations may be
introduced  in the future.  If any such  proposal  became law, it may reduce the
number of  municipal  obligations  available  for  purchase  by a Fund and could
adversely  affect  the  Fund's  shareholders.  If this  occurs,  the Fund  would
reevaluate its investment  goals and strategies and may submit possible  changes
in its structure to shareholders.

THE FUNDS' MANAGEMENT

Investment Advisor
------------------

Touchstone Advisors, Inc. (the "Advisor" or "Touchstone Advisors") located at
221 East Fourth Street, Cincinnati, Ohio 45202, is the investment advisor for
the Funds.

Touchstone  Advisors has been  registered  as an  investment  advisor  under the
Investment  Advisers Act of 1940, as amended (the "Advisers Act") since 1994. As
of December 31, 1999,  Touchstone  Advisors  had  approximately  $422 million in
assets under management.

Touchstone  Advisors is  responsible  for  selecting  each  Fund's  Sub-Advisor,
subject  to review  by the  Board of  Trustees.  Touchstone  Advisors  selects a
Sub-Advisor  that  has  shown  good  investment  performance  in  its  areas  of
expertise.  Touchstone  Advisors  considers  various  factors in evaluating  the
Funds' Sub-Advisor, including:

   o  Level of knowledge and skill
   o  Performance as compared to its peers or benchmark
   o  Consistency of performance over 5 years or more
   o  Level of compliance with investment  rules and strategies
   o  Employees, facilities and financial strength
   o  Quality of service

Touchstone  Advisors will also continually monitor the performance of the Funds'
Sub-Advisor  through  various  analyses  and through  in-person,  telephone  and
written consultations with the Sub-Advisor.

Touchstone   Advisors  discusses  its  expectations  for  performance  with  the
Sub-Advisor.    Touchstone    Advisors   provides   written    evaluations   and
recommendations   to  the  Board  of  Trustees,   including  whether  or  not  a
Sub-Advisor's contract should be renewed, modified or terminated.

Touchstone  Advisors is  responsible  for running all of the  operations  of the
Funds,  except for those that are  subcontracted to the Sub-Advisor,  custodian,
transfer agent and administrator.

Each Fund will pay Touchstone  Advisors a fee for its services.  Out of this fee
Touchstone  Advisors pays the Sub-Advisor a fee for its services.  The fee to be
paid to Touchstone  Advisors by each Fund is 0.50% of assets up to $100 million,
0.45% of assets  from $100  million to $200  million,  0.40% of assets from $200
million to $300 million, and 0.375% of assets over $300 million.

Fund Sub-Advisor
----------------
The Sub-Advisor makes the day-to-day decisions regarding buying and selling
specific  securities for each Fund. The Sub-Advisor manages the investments
held by a Fund according to the Fund's investment goals and strategies.

Sub-Advisor to the Funds
------------------------

FORT WASHINGTON INVESTMENT ADVISORS, INC. (FORT WASHINGTON)
420 East Fourth Street, Cincinnati, OH 45202

Fort  Washington  has been  registered as an  investment  advisor under the
Advisers  Act since 1990.  Fort  Washington  provides  investment  advisory
services to individual and institutional  clients. As of December 31, 1999,
Fort Washington had assets under management of $18 billion. Fort Washington
has been managing each Fund since May 1, 2000.

John J. Goetz,  CFA, is  primarily  responsible  for  managing  each Fund's
portfolio and has been managing the Funds since October 1986. Mr. Goetz has
been a Vice President and Senior Portfolio Manager of Fort Washington since
May 2000. He was employed by the Trust's previous  investment  adviser from
1981 until April 2000.

Fort  Washington  is  an  affiliate  of  Touchstone  Advisors.   Therefore,
Touchstone  Advisors may have a conflict of interest when making  decisions
to keep Fort  Washington as the Funds'  Sub-Advisor.  The Board of Trustees
reviews all of Touchstone  Advisors' decisions to reduce the possibility of
a conflict of interest situation.


<PAGE>



INVESTING WITH TOUCHSTONE

CHOOSING THE  APPROPRIATE  INVESTMENTS TO MATCH YOUR GOALS.  Investing well
requires a plan. We recommend that you meet with your financial  advisor to
plan a strategy that will best meet your financial goals.

Opening an Account
-------------------

You can contact your financial advisor to purchase shares of the Funds. You
may also purchase shares of any Fund directly from  Touchstone  Securities,
Inc.  ("Touchstone").  In any  event,  you  must  complete  the  Investment
Application included in this Prospectus.  You may also obtain an Investment
Application from Touchstone or your financial advisor.

       !    INVESTOR ALERT: Touchstone may choose to refuse any purchase order.

You should read this  Prospectus  carefully and then determine how much you
want to invest.  Check below to find the minimum investment amount required
to  purchase  shares  as well as to learn  about the  various  ways you can
purchase your shares

                                 Class A Shares          Institutional
                                 Class C Shares          Shares

                                Initial    Additional   Initial    Additional
                                Investment Investment   Investment Investment

Regular Account                 $1,000      None        $1,000,000      None
---------------
Investments through the Automatic  $50      $50           Not           Not
Investment Plan                                          Available     Available
---------------


         !    INVESTOR ALERT: Touchstone may change these initial and additional
              investment minimums at any time.

Pricing of Fund Shares
----------------------
The share  price,  also called net asset value  (NAV),  of each of the  Tax-Free
Money Fund, the Ohio Tax-Free Money Fund, the California Tax-Free Money Fund and
the Florida  Tax-Free  Money Fund (the "Money Market Funds") is determined as of
12:00 noon and 4:00 p.m.,  Eastern  time.  The offering  price (NAV plus a sales
charge,  if applicable) of each of the Tax-Free  Intermediate  Term Fund and the
Ohio Insured  Tax-Free Fund is  determined as of the close of trading  (normally
4:00 p.m.  Eastern time) every day the New York Stock  Exchange  (NYSE) is open.
Each Fund  calculates  its NAV per share,  generally  using  market  prices,  by
dividing the total value of its net assets by the number of shares  outstanding.
Shares are purchased at NAV (or the next offering price)  determined  after your
purchase or sale order is received in proper form by Touchstone.


<PAGE>


The Money  Market  Funds seek to  maintain a constant  share  price of $1.00 per
share by valuing  investments  on an amortized  cost basis.  Under the amortized
cost method of  valuation,  each Money Market Fund  maintains a  dollar-weighted
average  portfolio  maturity of 90 days or less,  purchases  only United  States
dollar-denominated  securities  with maturities of 13 months or less and invests
only in securities  that meet its quality  standards and present  minimal credit
risks. The Money Market Funds'  obligations are valued at original cost adjusted
for  amortization of premium or accumulation of discount,  rather than at market
value. This method should enable the Money Market Funds to maintain a stable net
asset value per share. However, there is no assurance that any Money Market Fund
will be able to do so.

The tax-exempt  assets held by the Tax-Free  Intermediate Term Fund and the Ohio
Insured Tax-Free Fund are valued by an outside independent pricing service.  The
service uses a computerized grid matrix of tax-exempt securities and evaluations
by its staff to determine the fair value of the  securities.  If the Sub-Advisor
believes that the valuation  provided by the service does not accurately reflect
the fair  value of a  tax-exempt  security,  it will value the  security  at the
average of the prices  quoted by at least two  independent  market  makers.  The
quoted price will  represent the market  maker's  opinion of the price a willing
buyer would pay for the security. All other securities (and other assets) of the
Funds for which market  quotations  are not available will be determined in good
faith using procedures established by the Board of Trustees.

Choosing a Class of Shares
--------------------------

(TAX-FREE INTERMEDIATE TERM FUND AND OHIO INSURED TAX-FREE FUND)

The  Tax-Free  Intermediate  Term Fund and the Ohio Insured  Tax-Free  Fund each
offer  Class A and Class C shares.  Each  class of shares  has  different  sales
charges and distribution fees. The amount of sales charges and distribution fees
you pay will depend on which class of shares you decide to purchase.

Class A Shares
--------------

The offering price of Class A shares of each of the Tax-Free  Intermediate  Term
Fund and the Ohio  Insured  Tax-Free  Fund is equal to its NAV plus a  front-end
sales charge that you pay when you buy your shares.  The front-end  sales charge
is generally deducted from the amount of your investment.


The following  table shows the amount of front-end  sales charge you will pay on
purchases  of Class A shares for accounts  opened after July 31, 1999.  Accounts
opened before July 31, 1999 are subject to different sales charges.  These sales
charges are shown in the Statement of Additional Information ("SAI"). The amount
of front-end sales charge in the following table is shown as a percentage of (1)
offering  price  and (2) the net  amount  invested  after  the  charge  has been
subtracted.  Note that the front-end  sales charge gets lower as your investment
amount gets larger.
<PAGE>
                                        Sales         Sales
                                        Charge        Charge
                                        as % of       as % of
                                        Offering      Net Amount
Amount of Your Investment               Price         Invested

Under $50,000                            4.75%         4.99%
$50,000 but less than $100,000           4.50%         4.72%
$100,000 but less than $250,000          3.50%         3.63%
$250,000 but less than $500,000          2.95%         3.04%
$500,000 but less than $1 million        2.25%         2.31%
$1 million or more                       0.00%         0.00%

There is no  front-end  sales charge if you invest $1 million or more in a Fund.
This includes large total  purchases made through  programs such as Aggregation,
Concurrent  Purchases,  Letters  of Intent  and  Rights of  Accumulation.  These
programs are described more fully in the SAI. In addition, there is no front-end
sales charge on purchases by certain persons related to the Funds or its service
providers  and  certain  other  persons  listed in the SAI. At the option of the
Trust,  the front-end  sales charge may be included on purchases by such persons
in the future.

If you redeem  shares  that you  purchased  as part of the $1  million  purchase
within 1 year,  you will pay a contingent  deferred sales charge (a sales charge
you pay when you redeem your shares) of 1% on the shares redeemed.

The Tax-Free Intermediate Term Fund and the Ohio Insured Tax-Free Fund have each
adopted a distribution  plan under Rule 12b-1 of the  Investment  Company Act of
1940, as amended (the "1940 Act") for its Class A shares.  This plan allows each
Fund to pay  distribution  fees  for the sale and  distribution  of its  Class A
shares.

Under the plan, each Fund pays an annual fee of up to 0.25% of its average daily
net assets that are attributable to Class A shares.  Because these fees are paid
out of a Fund's assets on an ongoing basis, these fees will increase the cost of
your investment and over time may cost you more than paying other types of sales
charges.

Class C Shares
--------------
The offering price of Class C shares of each of the Tax-Free  Intermediate  Term
Fund  and the  Ohio  Insured  Tax-Free  Fund is  equal  to its NAV  plus a 1.25%
front-end  sales  charge that you pay when you buy your  shares.  The  front-end
sales  charge  is  generally  deducted  from the  amount of your  investment.  A
contingent  deferred sales charge of 1.00% of the offering price will be charged
on Class C shares redeemed within 1 year after you purchased them.

No contingent deferred sales charge is applied if:

    o The  shares  which you  redeem  were  acquired  through  the  reinvestment
      of dividends or capital gains  distributions
    o The amount  redeemed  resulted from increases  in the value of the
      account  above the amount of the total  purchase payments

When we  determine  whether a contingent  deferred  sales charge is payable on a
redemption,  we assume that:

    o The redemption is made first from amounts free of any  contingent
      deferred  sales  charge;  then
    o From  the  earliest  purchase payment(s) that remain invested in the Fund
<PAGE>
When we determine if amounts are available for redemption free of any contingent
deferred sales charge, we:

    o Add together all of your original purchase payments
    o Subtract any amounts previously withdrawn
    o Check if  there is any  remaining  amount  free of any  contingent
      deferred  sales  charge  that can be  applied  to the total of the
      current value of the shares you have asked to redeem

The Tax-Free Intermediate Term Fund and the Ohio Insured Tax-Free Fund have each
adopted a  distribution  plan  under  Rule 12b-1 of the 1940 Act for its Class C
shares.  This plan allows each Fund to pay  distribution  and other fees for the
sale and distribution of its Class C shares and for services provided to holders
of Class C shares.

Under the plan, each Fund pays an annual fee of up to 1.00% of its average daily
net assets that are attributable to Class C shares.  Because these fees are paid
out of the Funds' assets on an ongoing basis,  these fees will increase the cost
of your  investment  and over time may cost you more than paying  other types of
sales charges.

Money Market Funds
------------------
Each Money Market Fund has adopted a  distribution  plan under Rule 12b-1 of the
1940 Act for its  shares.  This plan  allows  each Money  Market  Fund to pay an
annual  fee of up to 0.25% of its  average  daily  net  assets  for the sale and
distribution  of shares.  The Ohio Tax-Free  Money Fund's plan is for its Retail
shares only.  Because  these fees are paid out of a Fund's  assets on an ongoing
basis,  these fees will increase the cost of your  investment  and over time may
cost you more than paying other types of sales charges.

Institutional Shares of the Ohio Tax-Free Money Fund
----------------------------------------------------
The minimum  initial  investment  in  Institutional  shares of the Ohio Tax-Free
Money Fund  ordinarily  is $1 million.  Institutional  shares are not subject to
Rule 12b-1  distribution  fees.  Institutional  shares do not offer checkwriting
privileges, the automatic investment plan, or the systematic withdrawal plan.

Purchasing Your Shares
----------------------
For  information  about  how  to  purchase  shares,   telephone   Touchstone  at
800.543.0407.


<PAGE>



Opening an account
------------------
BY MAIL OR THROUGH YOUR FINANCIAL ADVISOR

     o Please make your check (in U.S. dollars) payable to the applicable Fund.

     o Send your check with the completed  account  application to Touchstone,
       P.O. Box 5354,  Cincinnati,  Ohio  45201-5354.  Your  application will
       be processed subject to your check clearing.

     o You may also open an account through your financial advisor.

     o We price direct purchases in the Tax-Free  Intermediate Term Fund and the
       Ohio Insured Tax-Free Fund based upon the next determined public offering
       price (NAV plus any applicable  sales load) after your order is received.
       Direct purchase orders received by Touchstone by the close of the regular
       session of trading on the NYSE,  generally  4:00 p.m.,  Eastern time, are
       processed  at  that  day's  public  offering  price.  Direct  investments
       received by Touchstone  after the close of the regular session of trading
       on the NYSE,  generally  4:00 p.m.,  Eastern  time,  are processed at the
       public  offering  price next  determined on the  following  business day.
       Purchase orders received from financial  advisors before the close of the
       regular  session  of trading on the NYSE,  generally  4:00 p.m.,  Eastern
       time,  and  transmitted  to  Touchstone by 5:00 p.m.,  Eastern time,  are
       processed at that day's public offering  price.  Purchase orders received
       from financial  advisors after 5:00 p.m.,  Eastern time, are processed at
       the public offering price next determined on the following business day.

      o You may  receive a dividend  in the Money  Market  Funds on the day you
       wire an investment  if you notify  Touchstone of your wire by 12:00 noon,
       Eastern  time,  on that day.  Your purchase will be priced based upon the
       NAV after a proper order is received.

BY EXCHANGE

      o You may  exchange  shares of the Funds for  shares of the same class of
       another Touchstone Fund at NAV. You may also exchange shares of the Funds
       for shares of any Touchstone Money Market Fund.

      o You do not have to pay any exchange fee for these exchanges.

      o You should review the disclosure  provided in the Prospectus relating to
       the exchanged-for shares carefully before making an exchange of your Fund
       shares.


<PAGE>



Adding to your account
----------------------
BY CHECK

      o Complete the investment form provided at the bottom of a recent account
       statement.

      o Make your check payable to the applicable Fund.

      o Write your account number on the check.

      o Either:  (1) Mail the  check  with the  investment  form in the envelope
       provided with your account statement;  or (2) Mail your check directly to
       your financial advisor at the address printed on your account  statement.
       Your financial advisor is responsible for forwarding  payment promptly to
       Touchstone.

BY WIRE

      o Specify your name and account number.

      o Purchases in the Tax-Free  Intermediate  Term Fund and the Ohio Insured
       Tax-Free  Fund will be processed at that day's public  offering  price if
       Touchstone receives a properly executed wire by 4:00 p.m. Eastern time on
       a day when the NYSE is open for regular trading.

      o You may receive a dividend in any Money Market Fund on the day you wire
       an  investment  if you  notify  Touchstone  of your  wire by 12:00 noon,
       Eastern time, on that day.

BY EXCHANGE

      o You may exchange your shares by calling Touchstone.

      o You do not have to pay any exchange fee for these exchanges.

      o You should review the disclosure  provided in the Prospectus relating to
       the exchanged-for shares carefully before making an exchange of your Fund
       shares.

INFORMATION ABOUT WIRE TRANSFERS
---------------------------------
You may make  additional  purchases  in the Funds  directly  by wire  transfers.
Contact  your bank and ask it to wire  federal  funds to  Touchstone.  Banks may
charge a fee for handling wire transfers.  You should contact Touchstone or your
financial advisor for further instructions.


<PAGE>


AUTOMATIC INVESTMENT OPTIONS
----------------------------
The various ways that you can invest in the Funds are outlined below. Touchstone
does not charge any fees for these services.

AUTOMATIC  INVESTMENT PLAN. You can pre-authorize  monthly investments of $50 or
more  in a Fund  to be  processed  electronically  from a  checking  or  savings
account.  You will need to complete the  appropriate  section in the  Investment
Application to do this. This option is not available to Institutional  shares of
the Ohio Tax-Free  Money Fund.  For further  details  about this  service,  call
Touchstone at 800.543.0407.

REINVESTMENT/CROSS   REINVESTMENT.   Dividends   and   capital   gains   can  be
automatically  reinvested  in the Fund that pays them or in another  Fund within
the same class of shares  without a fee or sales  charge.  Dividends and capital
gains  will be  reinvested  in the Fund  that pays  them,  unless  you  indicate
otherwise  on  your  account  application.  You may  also  choose  to have  your
dividends or capital gains paid to you in cash.

DIRECT  DEPOSIT  PURCHASE  PLAN. You may  automatically  invest Social  Security
checks,  private  payroll checks,  pension pay outs or any other  pre-authorized
government or private recurring  payments in our Funds. This occurs on a monthly
basis  and the  minimum  investment  is $50.  This  option is not  available  to
Institutional shares of the Ohio Tax-Free Money Fund.

DOLLAR COST AVERAGING. Our Dollar Cost Averaging program allows you to diversify
your investments by investing the same amount on a regular basis. You can set up
periodic  automatic  transfers of at least $50 from one  Touchstone  Fund to any
other. The applicable sales charge, if any, will be assessed.

CASH  SWEEP  PROGRAM   (AVAILABLE   ONLY  TO  THE  MONEY  MARKET  FUNDS).   Cash
accumulations  in accounts  with  financial  institutions  may be  automatically
invested in the Money Market Funds at the next  determined NAV on a day selected
by  the  institution  or  customer,  or  when  the  account  balance  reaches  a
predetermined  dollar  amount.  Institutions  participating  in this program are
responsible  for placing their orders in a timely  manner.  You may be charged a
fee by your financial institution for participating in this program.

PROCESSING  ORGANIZATIONS.  You may also purchase  shares of the Funds through a
"processing  organization,"  (e.g.,  a  mutual  fund  supermarket)  which  is  a
broker-dealer, bank or other financial institution that purchases shares for its
customers. Some of the Funds have authorized certain processing organizations to
receive purchase and sales orders on their behalf. Before investing in the Funds
through a processing organization, you should read any materials provided by the
processing organization together with this Prospectus.

When  shares  are  purchased  this way,  there may be various  differences.  The
processing organization may:

       o   Charge a fee for its services

       o   Act as the shareholder of record of the shares
<PAGE>
       o   Set different minimum initial and additional investment requirements

       o   Impose other charges and restrictions

       o   Designate intermediaries to accept purchase and sales orders on the
           Funds' behalf

Touchstone  considers a purchase or sales order as received  when an  authorized
processing  organization,  or its  authorized  designee,  receives  the order in
proper form.  These orders will be priced based on the Fund's NAV next  computed
after such order is received in proper form.

Shares held through a processing  organization may be transferred into your name
following procedures established by your processing organization and Touchstone.
Certain  processing  organizations  may  receive  compensation  from the  Funds,
Touchstone, Touchstone Advisors or their affiliates.

Selling Your Shares
-------------------

You may sell some or all of your Fund shares on any day that the Fund calculates
its NAV. If your  request is received in proper form before the close of regular
trading on the NYSE,  you will  receive a price  based on that day's NAV for the
shares you sell. Otherwise,  the price you receive will be based on the NAV that
is next calculated.

BY TELEPHONE


     o You can sell or exchange  your shares  over the  telephone,  unless you
       have  specifically  declined this option. If you do not wish to have this
       ability,  you  must  mark  the  appropriate  section  of  the  Investment
       Application. You may only sell shares over the telephone if the amount is
       less than $25,000.

     o To sell your Fund shares by telephone, call Touchstone at 800.543.0407

BY MAIL

     o Write to Touchstone.

     o Indicate the number of shares or dollar amount to be sold.

     o Include your name and account number.

     o Sign  your  request  exactly  as your  name  appears  on your  Investment
       Application.

BY WIRE


      o Complete the appropriate information on the Investment Application.

      o If your  proceeds are $1,000 or more,  you may request that  Touchstone
        wire them to your bank account.
<PAGE>
      o You may be  charged  a fee.  (There is no fee for wire  redemptions  of
        Institutional shares in the Ohio Tax-Free Money Fund.)

      o Redemption  proceeds  will  only  be  wired  to a  commercial  bank  or
        brokerage firm in the United States.

      o Your redemption proceeds may be deposited without a charge directly into
        your bank account through an ACH transaction. Contact Touchstone for
        more information.

BY CHECK


      o You may open a checking  account in any Fund  (except the Ohio  Insured
        Tax-Free Fund and Institutional  Shares of the Ohio Tax-Free Money Fund)
        and redeem shares by check.

      o Checks will be processed at the NAV the day the check is presented to
        the Custodian for payment.

      o If the amount of your  check is more than the value of the shares  held
        in your account, you  will be  charged  for  each  check  returned  for
        insufficient funds.

      o If you do not write more than 6 checks  per month,  there is no fee for
        your checking account. If you write more than 6 checks a month, you will
        be charged 25(cent) for each additional check written that month.

      o Shareholders in the Tax-Free Intermediate Term Fund should be aware that
        the Fund's NAV fluctuates daily and that  writing a check is a taxable
        event.

      o Checks may not be certified.

      o If you invest in a Money Market Fund through a cash sweep program with a
        financial institution, you may not open a checking account.

THROUGH YOUR FINANCIAL ADVISOR

      o You may also sell shares by contacting your financial advisor,  who may
        charge you a fee for this service.  Shares held in street  name must be
        sold through your financial  advisor or, if  applicable,  the processing
        organization.

       o Your financial  advisor is responsible for making sure that sale
         requests are transmitted to Touchstone in proper form in a timely
         manner.

   ooo Special Tax Consideration

Selling your shares in the Tax-Free  Intermediate  Term Fund or the Ohio Insured
Tax-Free Fund may cause you to incur a taxable gain or loss.

         !    INVESTOR ALERT:  Unless otherwise specified, proceeds will be sent
              to the record owner at the address shown on Touchstone's records.

SIGNATURE  GUARANTEES.  Some circumstances require that the request for the sale
of shares have a signature  guarantee.  A signature  guarantee helps protect you
against fraud. You can obtain one from most banks or securities dealers, but not
from a  notary  public.  Some  circumstances  requiring  a  signature  guarantee
include:

     o   Proceeds from the sale of shares that exceed $25,000

     o   Proceeds to be paid when the name or the address on the account has
         been changed within 30 days of your sale request

TELEPHONE SALES. If we receive your share sale request before 4:00 p.m., Eastern
time on a day when the NYSE is open for regular trading, the sale of your shares
will be  processed  at the next  determined  NAV on that day.  Otherwise it will
occur on the next  business  day.  The  proceeds  of sales of  shares in a Money
Market Fund may be wired to you on the same day of your  telephone  request,  if
your request is properly made before 12:00 noon Eastern time.

Interruptions in telephone service could prevent you from selling your shares in
this manner when you want to. When you have difficulty  making  telephone sales,
you should mail (or send by  overnight  delivery) a written  request for sale of
your shares to Touchstone.

In  order to  protect  your  investment  assets,  Touchstone  will  only  follow
instructions  received by telephone  that it reasonably  believes to be genuine.
However,  there is no guarantee that the instructions relied upon will always be
genuine  and  Touchstone  will not be liable,  in those  cases.  Touchstone  has
certain  procedures to confirm that telephone  instructions  are genuine.  If it
does not follow such  procedures  in a particular  case it may be liable for any
losses due to unauthorized or fraudulent instructions.  Some of these procedures
include:

     o  Requiring personal identification

     o  Making checks payable only to the owner(s) of the account shown on
        Touchstone's records

     o  Mailing checks only to the account address shown on Touchstone's records

     o  Directing wires only to the bank account shown on Touchstone's records

     o  Providing written confirmation for transactions requested by telephone

     o  Tape recording instructions received by telephone

SYSTEMATIC  WITHDRAWAL  PLAN.  You may elect to receive or send to a third party
monthly or  quarterly  withdrawals  of $50 or more if your  account  value is at
least  $5,000.  There  is no  special  fee  for  this  service.  The  Systematic
Withdrawal  Plan is not  available  to  Institutional  shareholders  of the Ohio
Tax-Free Money Fund.

   ooo Special Tax Consideration
<PAGE>
If you  exercise  the  Reinstatement  Privilege,  you  should  contact  your tax
advisor.

   ooo Special Tax Consideration

Involuntary  sales in the  Tax-Free  Intermediate  Term Fund or the Ohio Insured
Tax-Free  Fund may result in the sale of your  shares at a loss or may result in
taxable investment gains.

REINSTATEMENT  PRIVILEGE. You may reinvest proceeds from a sale of shares of the
Tax-Free Intermediate Term Fund or the Ohio Insured Tax-Free Fund (or a dividend
or capital gain  distribution  on these shares) without a sales charge in any of
the Touchstone  Funds. You may do so by sending a written request and a check to
Touchstone within 90 days after the date of the sale,  dividend or distribution.
Reinvestment  will be at the next NAV calculated after Touchstone  receives your
request.

Low Account Balances
--------------------

Touchstone  may sell  your  Fund  shares  and send the  proceeds  to you if your
balance falls below the minimum amount  required for your account as a result of
redemptions  that you have made (as opposed to a reduction from market changes).
This  involuntary  sale does not apply to custodian  accounts  under the Uniform
Gifts/Transfers to Minors Act (UGTMA). Touchstone will notify you if your shares
are about to be sold and you will have 30 days to increase your account  balance
to the minimum amount.

Receiving Sale Proceeds
-----------------------

TAX-FREE INTERMEDIATE TERM FUND AND OHIO INSURED TAX-FREE FUND

Touchstone  will forward the proceeds of your sale to you (or to your  financial
advisor)  within 7 days  (normally  within 3  business  days) from the date of a
proper request.

MONEY MARKET FUNDS

Touchstone  will forward the proceeds of your sale to you (or to your  financial
adviser)  within 3 business days (normally  within 3 business days after receipt
of a proper written  request and within 1 business day after receipt of a proper
telephone request).

PROCEEDS SENT TO FINANCIAL ADVISORS
-----------------------------------
Proceeds that are sent to your financial advisor will not usually be re-invested
for you  unless you  provide  specific  instructions  to do so.  Therefore,  the
financial advisor may benefit from the use of your money.

FUND SHARES PURCHASED BY CHECK
------------------------------
If you purchase Fund shares by personal  check,  the proceeds of a sale of those
shares will not be sent to you until the check has cleared, which may take up to
15 days. If you may need your money more quickly,  you should purchase shares by
federal funds, bank wire, or with a certified or cashier's check.

It is possible  that the  payments of your sale  proceeds  could be postponed or
your right to sell your shares could be suspended during certain  circumstances.
These circumstances can occur:

   o When the NYSE is closed for other than customary weekends and holidays

   o When trading on the NYSE is restricted

   o When an emergency situation causes the Sub-Advisor to not be reasonably
     able to dispose of certain  securities or to fairly determine the value
     of its net assets

   o During any other time when the SEC, by order, permits.

DISTRIBUTIONS AND TAXES

   ooo Special Tax Consideration

You should consult with your tax advisor to address your own tax situation.

Each Fund intends to distribute  to its  shareholders  substantially  all of its
income and capital gains.  Each Fund's dividends will be declared daily and paid
daily. Distributions of any capital gains earned by a Fund will be made at least
annually.

Tax Information
---------------

DISTRIBUTIONS.  Each Fund  intends to  distribute  substantially  all of its net
investment income and any net realized capital gains to its  shareholders.  Each
Fund  intends  to meet  all IRS  requirements  necessary  to  ensure  that it is
qualified to pay "exempt-interest dividends," which means that it may pass on to
shareholders the federal tax-exempt status of its investment income.

Each Fund may invest a portion of its assets in taxable obligations and may make
distributions  that may be taxed as ordinary income.  Income exempt from federal
tax may be subject to state and local tax. Taxable  distributions may be subject
to federal income tax whether you reinvest your  dividends in additional  shares
of a Fund or choose to receive  cash.  Since each  Fund's  investment  income is
derived from interest rather than dividends,  no portion of these  distributions
is eligible for the dividends received deduction available to corporations.

ORDINARY  INCOME.  Net investment  income and short-term  capital gains that are
distributed  to you are  taxable  as  ordinary  income  for  federal  income tax
purposes  regardless  of how long you have held your Fund  shares.  The  capital
gains may be taxable at different  rates  depending upon how long the Fund holds
its assets.
<PAGE>
CAPITAL GAINS.  (Tax-Free Intermediate Term Fund and Ohio Insured Tax-Free Fund)
Net capital  gains (i.e.,  the excess of net  long-term  capital  gains over net
short-term  capital losses)  distributed to you are taxable as capital gains for
federal  income  tax  purposes  regardless  of how long you have  held your Fund
shares.

   ooo Special Tax Consideration

For federal  income tax purposes,  an exchange of shares is treated as a sale of
the shares and a purchase of the shares you receive in exchange.  Therefore, you
may incur a taxable gain or loss in connection with the exchange.

STATEMENTS AND NOTICES.  You will receive an annual statement  outlining the tax
status of your distributions. Your statement will give the percentage and source
of  income  earned  on  tax-exempt  obligations  held by the  Funds  during  the
preceding year.

The Funds may not be appropriate  investments  for persons who are  "substantial
users" of facilities  financed by industrial  development  bonds or are "related
persons" to such users.  Such users should  consult  their tax  advisors  before
investing in the Funds.

   ooo SPECIAL TAX CONSIDERATIONS

    o      Ohio Insured  Tax-Free Fund and Ohio Tax-Free  Money Fund.  Dividends
           from each Fund that are  exempt  from  federal  income tax are exempt
           from Ohio personal  income tax to the extent derived from interest on
           Ohio municipal obligations. Distributions received from the Funds are
           generally not subject to Ohio municipal  income  taxation.  Dividends
           from the Funds that are exempt from  federal  income tax are excluded
           from the net  income  base of the  Ohio  corporation  franchise  tax.
           However,  shares of the Funds will be included in the  computation of
           the Ohio corporation franchise tax on the net worth basis.

    o      California Tax-Free Money Fund. The Fund expects that substantially
           all dividends paid by the Fund will not be subject to California
           state income tax.  However, the Fund may invest a portion of its
           assets in obligations which pay interest that is not exempt from
           federal income tax and/or California income tax.

    o      Florida Tax-Free Money Fund. Florida does not impose an income tax on
           individuals but does have a corporate income tax. For purposes of the
           Florida income tax,  corporate  shareholders are generally subject to
           tax on all distributions from the Fund. Florida imposes an intangible
           personal  property  tax on  shares  of the Fund  owned  by a  Florida
           resident on January 1 of each year  unless the shares  qualify for an
           exemption  from  that  tax.  Shares  of the Fund  owned by a  Florida
           resident will be exempt from the intangible  personal property tax as
           long as the portion of the Fund's  portfolio  not  invested in direct
           U.S.  Government  obligations  is at least 90%  invested  in  Florida
           municipal  obligations exempt from that tax. The Fund will attempt to
           ensure that, on January 1 of each year, at least 90% of its portfolio
           consists  of Florida  municipal  obligations  exempt from the Florida
           intangible personal property tax.


<PAGE>


FINANCIAL HIGHLIGHTS
--------------------

The financial  highlights  table is intended to help you understand  each Fund's
financial  performance  for  the  past 5  years  or  during  the  period  of its
operations.  Certain  information  reflects  financial results for a single Fund
share.  The total returns in the table represent the rate an investor would have
earned or lost on an  investment  in the  Funds  (assuming  reinvestment  of all
dividends and distributions). The information for the period ended June 30, 2000
has been  audited  by Ernst & Young  LLP,  whose  report,  along with the Funds'
financial  statements,  is included in the SAI, which is available upon request.
Information  for  periods  ended  before  June  30,  2000 was  audited  by other
independent accountants.
<TABLE>
<S>                                            <C>         <C>        <C>        <C>           <C>
TAX-FREE INTERMEDIATE TERM FUND - CLASS A
==========================================================================================================
                                               Per Share Data for a Share Outstanding Throughout Each Year
----------------------------------------------------------------------------------------------------------
                                                                Year Ended June 30,
                                              ------------------------------------------------------------
                                                2000        1999        1998        1997        1996
----------------------------------------------------------------------------------------------------------

Net asset value at beginning of year .....    $  10.87    $  11.12    $  11.01    $  10.85    $  10.86
                                              ------------------------------------------------------------
Income from investment operations:

  Net investment income ..................        0.48        0.48        0.50        0.50        0.50
  Net realized and unrealized gains (losses)
    on investments .......................       (0.19)      (0.25)       0.11        0.16       (0.01)
                                              ------------------------------------------------------------
Total from investment operations .........        0.29        0.23        0.61        0.66        0.49
                                              ------------------------------------------------------------
Dividends from net investment income .....       (0.48)      (0.48)      (0.50)      (0.50)      (0.50)
                                              ------------------------------------------------------------
Net asset value at end of year ...........    $  10.68    $  10.87    $  11.12    $  11.01    $  10.85
                                              ============================================================
Total return(A) ..........................        2.75%       2.07%       5.63%       6.19%       4.51%
                                              ============================================================
Net assets at end of year (000's) ........    $ 36,817    $ 47,899    $ 52,896    $ 58,485    $ 67,675
                                              ============================================================
Ratio of net expenses to average net assets       0.99%(B)    0.99%       0.99%       0.99%       0.99%

Ratio of net investment income to
  average net assets .....................        4.47%       4.33%       4.50%       4.55%       4.52%

Portfolio turnover rate ..................          41%         51%         36%         30%         37%
----------------------------------------------------------------------------------------------------------
</TABLE>
(A) Total returns shown exclude the effect of applicable sales loads.

(B)  Absent fee waivers and/or expense  reimbursements by the Adviser, the ratio
     of expenses to average net assets  would have been 1.00% for the year ended
     June 30, 2000.

<PAGE>
<TABLE>
<S>                                           <C>        <C>         <C>        <C>          <C>

TAX-FREE INTERMEDIATE TERM FUND - CLASS C
==========================================================================================================
                                               Per Share Data for a Share Outstanding Throughout Each Year
----------------------------------------------------------------------------------------------------------
                                                                Year Ended June 30,
                                              ------------------------------------------------------------
                                                2000        1999        1998        1997        1996
----------------------------------------------------------------------------------------------------------

Net asset value at beginning of year .....    $  10.88    $  11.12    $  11.01    $  10.85    $  10.86
                                              ------------------------------------------------------------
Income from investment operations:

  Net investment income ..................        0.40        0.40        0.42        0.43        0.44
  Net realized and unrealized gains (losses)
    on investments .......................       (0.20)      (0.24)       0.11        0.16       (0.01)
                                              ------------------------------------------------------------
Total from investment operations .........        0.20        0.16        0.53        0.59        0.43
                                              ------------------------------------------------------------

Dividends from net investment income .....       (0.40)      (0.40)      (0.42)      (0.43)      (0.44)
                                              ------------------------------------------------------------

Net asset value at end of year ...........    $  10.68    $  10.88    $  11.12    $  11.01    $  10.85
                                              ============================================================
Total return(A) ..........................        1.88%       1.40%       4.85%       5.49%       4.00%
                                              ============================================================

Net assets at end of year (000's) ........    $  3,374    $  4,634    $  4,747    $  5,161    $  5,239
                                              ============================================================

Ratio of net expenses to average net assets       1.74%(B)    1.74%       1.74%       1.65%       1.49%

Ratio of net investment income to
  average net assets .....................        3.72%       3.58%       3.75%       3.89%       4.02%

Portfolio turnover rate ..................          41%         51%         36%         30%         37%
---------------------------------------------------------------------------------------------------------
</TABLE>
(A) Total returns shown exclude the effect of applicable sales loads.

(B)  Absent fee waivers and/or expense  reimbursements by the Adviser, the ratio
     of expenses to average net assets  would have been 1.76% for the year ended
     June 30, 2000.
<PAGE>
OHIO INSURED TAX-FREE FUND - CLASS A
<TABLE>
<S>                                          <C>          <C>         <C>         <C>          <C>
==========================================================================================================
                                               Per Share Data for a Share Outstanding Throughout Each Year
----------------------------------------------------------------------------------------------------------
                                                                Year Ended June 30,
                                              ------------------------------------------------------------
                                                2000        1999        1998        1997        1996
----------------------------------------------------------------------------------------------------------

Net asset value at beginning of year .....    $  11.74    $  12.37    $  12.22    $  11.97    $  11.99
                                              ------------------------------------------------------------

Income from investment operations:

  Net investment income ..................        0.58        0.58        0.61        0.61        0.62
  Net realized and unrealized gains (losses)
    on investments .......................       (0.29)      (0.34)       0.23        0.25       (0.02)
                                              ------------------------------------------------------------
Total from investment operations .........        0.29        0.24        0.84        0.86        0.60
                                              ------------------------------------------------------------
Less distributions:
  Dividends from net investment income ...       (0.58)      (0.58)      (0.61)      (0.61)      (0.62)
  Distributions from net realized gains ..         --        (0.29)      (0.08)        --          --
                                              ------------------------------------------------------------
Total distributions ......................       (0.58)      (0.87)      (0.69)      (0.61)      (0.62)
                                              ------------------------------------------------------------

Net asset value at end of year ...........    $  11.45    $  11.74    $  12.37    $  12.22    $  11.97
                                              ============================================================

Total return(A) ..........................        2.60%       1.81%       7.03%       7.36%       5.05%
                                              ============================================================

Net assets at end of year (000's) ........    $ 59,600    $ 62,737    $ 69,289    $ 70,816    $ 75,938
                                              ============================================================

Ratio of net expenses to
  average net assets .....................        0.75%(B)    0.75%       0.75%       0.75%       0.75%

Ratio of net investment income to
  average net assets .....................        5.08%       4.72%       4.95%       5.05%       5.12%

Portfolio turnover rate ..................          66%         26%         41%         33%         46%
-------------------------------------------------------------------------------------------------------------
</TABLE>
(A) Total returns shown exclude the effect of applicable sales loads.

(B)  Absent fee waivers and/or expense  reimbursements by the Adviser, the ratio
     of expenses to average net assets  would have been 0.77% for the year ended
     June 30, 2000.
<PAGE>
OHIO INSURED TAX-FREE FUND - CLASS C
<TABLE>
<S>                                          <C>           <C>         <C>       <C>          <C>
==========================================================================================================
                                               Per Share Data for a Share Outstanding Throughout Each Year
----------------------------------------------------------------------------------------------------------
                                                                Year Ended June 30,
                                              ------------------------------------------------------------
                                                2000        1999        1998        1997        1996
----------------------------------------------------------------------------------------------------------

Net asset value at beginning of year .....    $  11.74    $  12.37    $  12.22    $  11.97    $  12.00
                                             ------------------------------------------------------------
Income from investment operations:

  Net investment income ..................        0.49        0.49        0.52        0.53        0.56
  Net realized and unrealized gains
    (losses) on investments ..............       (0.30)      (0.34)       0.23        0.25       (0.03)
                                              ------------------------------------------------------------
Total from investment operations .........        0.19        0.15        0.75        0.78        0.53
                                              ------------------------------------------------------------
Less distributions:
  Dividends from net investment income ...       (0.49)      (0.49)      (0.52)      (0.53)      (0.56)
  Distributions from net realized gains ..        --         (0.29)      (0.08)       --          --
                                             ------------------------------------------------------------
Total distributions ......................       (0.49)      (0.78)      (0.60)      (0.53)      (0.56)
                                              ------------------------------------------------------------
Net asset value at end of year ...........    $  11.44    $  11.74    $  12.37    $  12.22    $  11.97
                                              ============================================================
Total return(A) ..........................        1.75%       1.05%       6.24%       6.65%       4.44%
                                              ============================================================

Net assets at end of year (000's) ........    $  3,585    $  4,740    $  5,215    $  4,639    $  3,972
                                              ============================================================
Ratio of net expenses to
  average net assets(B) ..................        1.50%       1.50%       1.50%       1.42%       1.25%

Ratio of net investment income to
  average net assets .....................        4.42%       3.97%       4.20%       4.37%       4.62%

Portfolio turnover rate ..................          66%         26%         41%         33%         46%
-----------------------------------------------------------------------------------------------------------
</TABLE>
(A) Total returns shown exclude the effect of applicable sales loads.

(B)  Absent fee waivers and/or expense  reimbursements by the Adviser, the ratio
     of expenses to average net assets  would have been 1.56% for the year ended
     June 30, 2000.

(C)  Annualized.




<PAGE>


TAX-FREE MONEY FUND
<TABLE>
<S>                                          <C>           <C>         <C>        <C>         <C>
=======================================================================================================
                                            Per Share Data for a Share Outstanding Throughout Each Year

-------------------------------------------------------------------------------------------------------
                                                                Year Ended June 30,
                                              ---------------------------------------------------------
                                                2000        1999        1998        1997        1996
-------------------------------------------------------------------------------------------------------

Net asset value at beginning of year .....    $  1.000    $  1.000    $  1.000    $  1.000    $  1.000
                                              ---------------------------------------------------------
Net investment income ....................       0.032       0.027       0.030       0.029       0.031
                                              ---------------------------------------------------------
Dividends from net investment income .....      (0.032)     (0.027)     (0.030)     (0.029)     (0.031)
                                              ---------------------------------------------------------
Net asset value at end of year ...........    $  1.000    $  1.000    $  1.000    $  1.000    $  1.000
                                              =========================================================
Total return .............................        3.22%       2.75%       3.03%       2.89%       3.15%
                                              =========================================================
Net assets at end of year (000's) ........    $ 25,194    $ 25,234    $ 37,383    $ 30,126    $ 25,342
                                              =========================================================
Ratio of net expenses to
  average net assets(A) ..................        0.89%       0.89%       0.92%       0.99%       0.99%

Ratio of net investment income to
  average net assets .....................        3.15%       2.74%       2.98%       2.85%       3.09%

--------------------------------------------------------------------------------------------------------
</TABLE>
(A)  Absent fee  waivers by the  Adviser,  the ratio of  expenses to average net
     assets  would have been 1.00% and 0.95% for the years  ended June 30,  2000
     and 1999, respectively.


<PAGE>

<TABLE>
<S>                                          <C>         <C>          <C>         <C>          <C>
OHIO TAX-FREE MONEY FUND - RETAIL
=========================================================================================================
                                               Per Share Data for a Share Outstanding Throughout Each Year
----------------------------------------------------------------------------------------------------------
                                                                Year Ended June 30,
                                              ------------------------------------------------------------
                                                2000        1999        1998        1997        1996
----------------------------------------------------------------------------------------------------------

Net asset value at beginning of year .....    $  1.000    $  1.000    $  1.000    $  1.000    $  1.000
                                              ------------------------------------------------------------
Net investment income ....................       0.031       0.027       0.030       0.030       0.031
                                              ------------------------------------------------------------
Dividends from net investment income .....      (0.031)     (0.027)     (0.030)     (0.030)     (0.031)
                                              ------------------------------------------------------------
Net asset value at end of year ...........    $  1.000    $  1.000    $  1.000    $  1.000    $  1.000
                                              ============================================================
Total return .............................        3.09%       2.73%       3.07%       2.99%       3.14%
                                              ============================================================
Net assets at end of year (000's) ........    $214,561    $214,691    $205,316    $166,719    $240,323
                                              ============================================================
Ratio of net expenses to
  average net assets(A) ..................        0.75%       0.75%       0.75%       0.75%       0.75%

Ratio of net investment income to
  average net assets .....................        3.04%       2.68%       3.02%       2.93%       3.09%

-----------------------------------------------------------------------------------------------------------
</TABLE>
(A)  Absent fee waivers and/or expense  reimbursements by the Adviser, the ratio
     of expenses to average net assets would have been 0.77%,  0.77%,  0.76% and
     0.77% for the years ended June 30, 2000, 1999, 1998 and 1997, respectively.


<PAGE>


<TABLE>
<S>                                          <C>         <C>         <C>         <C>
OHIO TAX-FREE MONEY FUND - INSTITUTIONAL
==============================================================================================
                                 PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
----------------------------------------------------------------------------------------------
                                                                                   PERIOD
                                                     YEAR ENDED JUNE 30,            ENDED
                                                 ---------------------------------- JUNE 30,
                                                2000        1999        1998       1997(A)
----------------------------------------------------------------------------------------------

Net asset value at beginning of period ...    $  1.000    $  1.000    $  1.000    $  1.000
                                              ------------------------------------------------
Net investment income ....................       0.033       0.029       0.033       0.016
                                              ------------------------------------------------
Dividends from net investment income .....      (0.033)     (0.029)     (0.033)     (0.016)
                                              ------------------------------------------------
Net asset value at end of period .........    $  1.000    $  1.000    $  1.000    $  1.000
                                              ================================================
Total return .............................        3.35%       2.98%       3.33%       3.31%(C)
                                              ================================================
Net assets at end of period (000's) ......    $132,889    $176,106    $115,266    $ 97,589
                                              ================================================
Ratio of net expenses to average net
  assets(B) ..............................        0.50%       0.50%       0.50%       0.50%(C)
Ratio of net investment income to average
  net assets .............................        3.25%       2.93%       3.27%       3.28%(C)
------------------------------------------------------------------------------------------------
</TABLE>
(A)  Represents  the period from the initial  public  offering of  Institutional
     shares (January 7, 1997) through June 30, 1997.

(B)  Absent fee waivers and/or expense  reimbursements by the Adviser, the ratio
     of expenses to average net assets would have been 0.52%,  0.51%,  0.52% and
     0.56%(C)  for the  periods  ended  June 30,  2000,  1999,  1998  and  1997,
     respectively.

(C)  Annualized.


<PAGE>


<TABLE>
<S>                                         <C>           <C>        <C>         <C>          <C>
CALIFORNIA TAX-FREE MONEY FUND
==========================================================================================================
                                               Per Share Data for a Share Outstanding Throughout Each Year
----------------------------------------------------------------------------------------------------------
                                                                Year Ended June 30,
                                              ------------------------------------------------------------
                                                2000        1999        1998        1997        1996
----------------------------------------------------------------------------------------------------------

Net asset value at beginning of year .....    $  1.000    $  1.000    $  1.000    $  1.000    $  1.000
                                              ------------------------------------------------------------
Net investment income ....................       0.027       0.025       0.029       0.028       0.029
                                              ------------------------------------------------------------
Dividends from net investment income .....      (0.027)     (0.025)     (0.029)     (0.028)     (0.029)
                                              ------------------------------------------------------------
Net asset value at end of year ...........    $  1.000    $  1.000    $  1.000    $  1.000    $  1.000
                                              ============================================================
Total return .............................        2.75%       2.56%       2.94%       2.81%       2.95%
                                              ============================================================
Net assets at end of year (000's) ........    $ 62,900    $ 47,967    $ 41,013    $ 32,186    $ 36,122
                                              ============================================================
Ratio of net expenses to
  average net assets .....................        0.75%       0.75%       0.77%       0.80%       0.80%(A)

Ratio of net investment income to
  average net assets .....................        2.72%       2.52%       2.89%       2.76%       2.88%

---------------------------------------------------------------------------------------------------------
</TABLE>
(A)  Absent fee waivers and/or expense  reimbursements by the Adviser, the ratio
     of expenses to average net assets  would have been 0.82% for the year ended
     June 30, 1996.


<PAGE>

<TABLE>
<S>                                          <C>         <C>           <C>        <C>         <C>
FLORIDA TAX-FREE MONEY FUND
==========================================================================================================
                                               Per Share Data for a Share Outstanding Throughout Each Year
----------------------------------------------------------------------------------------------------------
                                                                Year Ended June 30,
                                              ------------------------------------------------------------
                                                2000        1999        1998        1997        1996
----------------------------------------------------------------------------------------------------------

Net asset value at beginning of year .....    $  1.000    $  1.000    $  1.000    $  1.000    $  1.000
                                              ------------------------------------------------------------
Net investment income ....................       0.030       0.026       0.030       0.029       0.032
                                              ------------------------------------------------------------
Dividends from net investment income .....      (0.030)     (0.026)     (0.030)     (0.029)     (0.032)
                                              ------------------------------------------------------------
Net asset value at end of year ...........    $  1.000    $  1.000    $  1.000    $  1.000    $  1.000
                                              ============================================================
Total return .............................        3.05%       2.68%       3.03%       2.90%       3.29%
                                              ============================================================
Net assets at end of year (000's) ........    $ 18,244    $ 21,371    $ 14,368    $ 22,434    $ 28,906%
                                              ============================================================
Ratio of net expenses to
  average net assets(A)...................        0.73%       0.75%       0.75%       0.75%       0.61%

Ratio of net investment income to
  average net assets .....................        2.98%       2.58%       2.98%       2.85%       3.24%

---------------------------------------------------------------------------------------------------------
</TABLE>
(A) Absent fee waivers and/or expense  reimbursements by the Adviser,  the ratio
of expenses to average net assets would have been 1.00%, 0.98%, 0.95%, 0.94% and
0.80%  for  the  years  ended  June  30,  2000,   1999,  1998,  1997  and  1996,
respectively.


<PAGE>





FOR MORE INFORMATION

For investors who want more information about the Funds, the following documents
are available free upon request:

STATEMENT  OF  ADDITIONAL  INFORMATION  (SAI):  The SAI provides  more  detailed
information about the Funds and is legally a part of this Prospectus.

ANNUAL/SEMI-ANNUAL  REPORTS:  The Funds' annual and semi-annual  reports provide
additional  information about the Funds' investments.  In the annual report, you
will find a discussion of the market  conditions and investment  strategies that
significantly affected a Fund's performance during its last fiscal year.

You can get free copies of the SAI, the reports,  other  information and answers
to your questions about the Funds by contacting your financial  advisor,  or the
Funds at:

                           Touchstone Family of Funds
                           221 East Fourth Street
                           Cincinnati, Ohio 45202
                           800.543.0407
                           http://www.touchstonefunds.com

Information  about the Funds  (including  the SAI) can be reviewed and copied at
the Securities and Exchange  Commission's  Public  Reference Room in Washington,
D.C. You can receive  information  about the  operation of the Public  Reference
Room by calling the SEC at 1.202.942.8090.

Reports  and  other  information  about the  Funds  are  available  on the SEC's
Internet site at http://www.sec.gov.  For a fee, you can get text-only copies of
reports and other  information  by writing to the Public  Reference  Room of the
SEC, 450 Fifth Street N.W., Washington,  D.C. 20549-0102 or by sending an e-mail
request to: [email protected].

Investment Company Act file no. 811-3174












<PAGE>

TOUCHSTONE FAMILY OF FUNDS

DISTRIBUTOR
Touchstone Securities, Inc.
221 East Fourth Street
Cincinnati, Ohio 45202
800.638.8194
www.touchstonefunds.com
-----------------------


INVESTMENT ADVISOR
Touchstone Advisors, Inc.
221 East Fourth Street
Cincinnati, Ohio 45202

TRANSFER AGENT
Integrated Fund Services, Inc.
P.O. Box 5354
Cincinnati, Ohio 45201-5354


SHAREHOLDER SERVICE

800.543.0407
<PAGE>
<TABLE>
<S>                                                            <C>                                       <C>
TOUCHSTONE

                                                                Family of Funds
-------------------------------------------------------------------------------
LOGO] Touchstone                                                                                          Return completed form to:
       ----------                                                                                         Touchstone Family of Funds
       Family of Funds                                                                                                 P.O. Box 5354
                                                                                                                Cincinnati, OH 45202
                                                                                        For assistance in completing this form, call
NOT FOR USE WITH IRAS, SEP, SIMPLE OR 403B PLANS                                                                        800-543-0407

Was order previously telephoned in?  o Yes  o No    If yes, date (  /  /  ) and confirmation #______________________________________

------------------------------------------------------------------------------------------------------------------------------------
1.  ACCOUNT REGISTRATION (check one box only)
------------------------------------------------------------------------------------------------------------------------------------
[ ] INDIVIDUAL [ ] JOINT TENANT (For joint-owners, joint tenancy with right of survivorship is presumed unless otherwise specified.)
------------------------------------------------------------------------------------------------------------------------------------
Name of Individual Owner - First, Initial, Last                  Name of Joint Owner (if any) - First, Initial, Last

------------------------------------------------------------------------------------------------------------------------------------
Owner's Social Security #          Date of Birth                 Joint Owner's Social Security #         Date of Birth

------------------------------------------------------------------------------------------------------------------------------------
[ ] GIFT/TRANSFER TO A MINOR (Only one custodian and minor)
------------------------------------------------------------------------------------------------------------------------------------
Name of Minor - First, Initial, Last                             Under ___________________ the Uniform Gifts/Transfers to Minors Act
                                                                   (State of minor's residence)
------------------------------------------------------------------------------------------------------------------------------------
Name of Custodian - First, Initial, Last                         Minor's Social Security #               Minor's Date of Birth

------------------------------------------------------------------------------------------------------------------------------------
[ ] TRUST
------------------------------------------------------------------------------------------------------------------------------------
Name of Trust Agreement                                          Taxpayer I.D. Number               Date of Trust Agreement

------------------------------------------------------------------------------------------------------------------------------------
Name of Trustee(s) - First, Initial, Last                        Name of Beneficiary - First, Initial, Last

------------------------------------------------------------------------------------------------------------------------------------
Name of Plan Administrator              Address                  Phone Number             Fax Number               E-mail Address

------------------------------------------------------------------------------------------------------------------------------------
[ ] CORPORATION, PARTNERSHIP OR OTHER ENTITY
------------------------------------------------------------------------------------------------------------------------------------
Name of Corporation or Other Entity

------------------------------------------------------------------------------------------------------------------------------------
Taxpayer I.D. Number

------------------------------------------------------------------------------------------------------------------------------------
2.  ADDRESS (P.O. Box not acceptable without street address)
------------------------------------------------------------------------------------------------------------------------------------
Street                                                           Home Phone
                                                                 (    )
------------------------------------------------------------------------------------------------------------------------------------
City                                                             Business Phone
                                                                 (    )
------------------------------------------------------------------------------------------------------------------------------------
State                              Zip                           Are you a U.S. Citizen?  [ ] Yes   [ ] No (please specify country):

------------------------------------------------------------------------------------------------------------------------------------
3.  INITIAL INVESTMENT
------------------------------------------------------------------------------------------------------------------------------------
[ ] ALLOCATE MY INVESTMENT USING THE FOLLOWING FUNDS:            [ ] A SHARES  OR [ ] C SHARES (A SHARES WILL BE PURCHASED UNLESS
                                                                               INDICATED OTHERWISE.)

STOCK FUNDS                                 TAXABLE BOND FUNDS                         TAX-FREE BOND FUNDS
[ ] International Equity Fund   $________   [ ] High Yield Fund            $________   [ ] Ohio Insured Tax-Free Fund       $_______
[ ] Emerging Growth Fund        $________   [ ] Bond Fund                  $________   [ ] Tax-Free Intermediate Term Fund  $_______
[ ] Aggressive Growth Fund      $________   [ ] Intermediate Term
[ ] Growth/Value Fund           $________       Government Income Fund     $________   TAX-FREE MONEY MARKET FUNDS
[ ] Equity Fund                 $________                                              [ ] Tax-Free Money Fund              $_______
[ ] Enhanced 30 Fund            $________   TAXABLE MONEY MARKET FUNDS                 [ ] California Tax-Free Money Fund   $_______
[ ] Value Plus Fund             $________   [ ] Money Market Fund          $________   [ ] Florida Tax-Free Money Fund      $_______
[ ] Utility Fund                $________   [ ] Short Term Government      $________   [ ] Ohio Tax-Free Money Fund - R     $_______
                                                 Income Fund                           [ ] Ohio Tax-Free Money Fund - I     $_______
                                            [ ] Institutional Government
                                                Income Fund                $________
[ ] Total investment of         $________
Please make check payable to the TOUCHSTONE FAMILY OF FUNDS.
------------------------------------------------------------------------------------------------------------------------------------
4.  DISTRIBUTION OPTION (check one box only)
------------------------------------------------------------------------------------------------------------------------------------
[ ] Reinvest all dividends and capital gains in additional shares [ ] Pay all capital gains in cash and reinvest dividends
[ ] Pay all dividends and capital gains in cash                   [ ] Cross Reinvestment: Please call Touchstone at
                                                                      800-543-0407 for further instructions.
[ ] Pay all dividends in cash and reinvest capital gains
If not  specified,  dividends  and capital  gains will be reinvested in the Fund that pays them.
------------------------------------------------------------------------------------------------------------------------------------

<PAGE>

------------------------------------------------------------------------------------------------------------------------------------
5.  RIGHTS OF ACCUMULATION
------------------------------------------------------------------------------------------------------------------------------------
If you already  have an account  with the  Touchstone  Family of Funds,  you may be eligible for reduced  sales  charges  subject to
Touchstone's confirmation of the following eligible holdings:
------------------------------------------------------------------------------------------------------------------------------------
Fund Name

------------------------------------------------------------------------------------------------------------------------------------
Shareholder Name

------------------------------------------------------------------------------------------------------------------------------------
Account Number

------------------------------------------------------------------------------------------------------------------------------------
6.  LETTER OF INTENT
------------------------------------------------------------------------------------------------------------------------------------
If you  intend to invest a certain  amount  over a  13-month  period in one or more of the  Touchstone  Family of Funds,  you may be
entitled to a reduced sales charge. I agree to the terms of the Letter of Intent set forth in the Prospectus.
[ ] Although I'm not obligated to do so, I plan to invest over a 13-month period a total of at least:
    [ ] $50,000          [ ] $100,000             [ ] $250,000
    [ ] $500,000         [ ] $1,000,000 or more
[ ] I am already investing under an existing Letter of Intent in the following account number: ___________________________________.
------------------------------------------------------------------------------------------------------------------------------------
7.  AUTOMATIC INVESTMENT PLAN
------------------------------------------------------------------------------------------------------------------------------------
This plan provides for regular  subsequent  investments to be made  electronically  through Automated Clearing House (ACH) from your
bank account into the Fund(s) you select below. There is no charge at the Touchstone Family of Funds, and you may cancel at any time
with no obligations or penalty.

Please  withdraw from my bank  account $  ___________  (minimum  $50) on the   [ ] 8th   [ ] 15th   [ ] 22nd   [ ] 29th
[ ] Monthly   [ ] Quarterly   [ ] Annual basis, beginning ____/____/____ (date) to be invested per the instructions below.

STOCK FUNDS                                 TAXABLE BOND FUNDS                         TAX-FREE BOND FUNDS
[ ] International Equity Fund   $________   [ ] High Yield Fund            $________   [ ] Ohio Insured Tax-Free Fund       $_______
[ ] Emerging Growth Fund        $________   [ ] Bond Fund                  $________   [ ] Tax-Free Intermediate Term Fund  $_______
[ ] Aggressive Growth Fund      $________   [ ] Intermediate Term
[ ] Growth/Value Fund           $________       Government Income Fund     $________   TAX-FREE MONEY MARKET FUNDS
[ ] Equity Fund                 $________                                              [ ] Tax-Free Money Fund              $_______
[ ] Enhanced 30 Fund            $________   TAXABLE MONEY MARKET FUNDS                 [ ] California Tax-Free Money Fund   $_______
[ ] Value Plus Fund             $________   [ ] Money Market Fund          $________   [ ] Florida Tax-Free Money Fund      $_______
[ ] Utility Fund                $________   [ ] Short Term Government      $________   [ ] Ohio Tax-Free Money Fund - R     $_______
                                                 Income Fund                           [ ] Ohio Tax-Free Money Fund - I     $_______
                                            [ ] Institutional Government
                                                Income Fund                $________
------------------------------------------------------------------------------------------------------------------------------------
[ ]  Checking Account (please attach a voided check) o Savings Account (please attach a preprinted deposit slip)
------------------------------------------------------------------------------------------------------------------------------------
Bank Account Registration                                        Bank Name

------------------------------------------------------------------------------------------------------------------------------------
Street                                                           City                          State                    Zip

------------------------------------------------------------------------------------------------------------------------------------
Bank Routing Number                                              Bank Account Number

------------------------------------------------------------------------------------------------------------------------------------
Any Joint Owner of your bank account who is not a Joint Owner of this                                                   Date
new account with the Touchstone Family of Funds must sign here:

X
------------------------------------------------------------------------------------------------------------------------------------
8.  TELEPHONE TRANSFERS AND REDEMPTIONS
------------------------------------------------------------------------------------------------------------------------------------
Unless the boxes below are checked, by signing this Application,  the investor authorizes each Fund and its Transfer Agent to act on
the investor's telephone  instructions,  or on telephone  instructions from any person representing to be an authorized agent of the
investor and requesting a redemption or exchange on the investor's  behalf.  The undersigned  agrees that any redemption or exchange
made pursuant to this authorization  shall be subject to the provisions of the current Prospectus of each Fund, and that neither the
Funds nor their Transfer Agent or Distributor, nor their respective affiliates, will be liable for any loss, damage, expense or cost
which may arise out of any telephone redemption or exchange request they reasonably believe to be genuine,  including any fraudulent
or unauthorized requests. The investor(s) will bear the risk of any such loss. In an effort to determine that telephone requests are
genuine, the Funds and/or their Transfer Agent will employ reasonable procedures,  which may include, among others,  requiring forms
of personal  identification  prior to acting upon telephone  instructions and providing  written  confirmation of the  transactions.
Telephone  conversations also may be recorded.  REDEMPTION PROCEEDS OF $1,000 OR MORE MAY BE WIRED TO THE SHAREHOLDER'S ACCOUNT AT A
COMMERCIAL BANK OR BROKERAGE FIRM IN THE UNITED STATES UPON VERBAL REQUEST IF THE BANK ACCOUNT INFORMATION IN SECTION 7 IS COMPLETE.

(check only if you do not want to use telephone authorization.)
[ ] I DO NOT elect the telephone exchange privilege. [ ] I DO NOT elect the telephone redemption privilege.
------------------------------------------------------------------------------------------------------------------------------------
9.  AUTOMATIC REBALANCING
------------------------------------------------------------------------------------------------------------------------------------
Do you wish to employ the automatic rebalancing feature?    [ ] Yes (if yes, please attach Form 7062)    [ ] No
------------------------------------------------------------------------------------------------------------------------------------
10. ELIGIBILITY FOR EXEMPTION FROM SALES CHARGE
------------------------------------------------------------------------------------------------------------------------------------
[ ] If you are eligible for exemption from sales charges as described in the Statement of Additional Information,  please check here
and attach Form 7008.
------------------------------------------------------------------------------------------------------------------------------------

<PAGE>

------------------------------------------------------------------------------------------------------------------------------------
11.  TAXPAYER I.D. NUMBER CERTIFICATION/SIGNATURES
------------------------------------------------------------------------------------------------------------------------------------
I (We) are of legal age and capacity,  have legal authority to purchase shares, have received and read a current prospectus for each
Fund selected and agree to the terms and conditions on this Application and those contained in the current prospectus(es) (including
the  Statement(s)  of Additional  Information) of the Fund(s)  selected for purchase.  I (We)  acknowledge  that the account will be
subject to the telephone exchange and redemption  privileges (unless declined)  described in the Fund's current Prospectus and agree
that the Fund, its  Distributor  and Transfer  Agent will not be liable for any loss in acting on written or telephone  instructions
reasonably believed by them to be authentic. I (We) hereby ratify any instructions given pursuant to this Application and for myself
(ourselves)  and my (our)  successors  and assigns do hereby  release each Fund,  its  Distributor  and its Transfer Agent and their
respective officers, employees, agents and affiliates from any and all liability in the performance of the acts instructed herein.

I acknowledge that mutual fund shares are not deposits or obligations of, or guaranteed or endorsed by, any bank, credit union or
insurance company and are not federally insured by the FDIC, the Federal Reserve, or any other agency.  Mutual fund shares involve
certain risks, including the possible loss of principal.

Under penalty of perjury,  the undersigned whose Social Security (employer I.D.) number is shown on this application  certifies that
(i) the number is my (our) correct taxpayer  identification  number and (ii) currently I (we) are not under IRS notification  that I
(we) are subject to backup withholding (line out (ii) if under  notification).  If no such number is shown, the undersigned  further
certifies, under penalties of perjury, that either (a) no such number has been issued, and a number has been or will soon be applied
for (if a number is not provided to you within sixty days, the undersigned  understands that all payments -- including redemption --
are subject to a 31% withholding under federal tax law, until a number is provided); or (b) that the undersigned is not a citizen of
the U.S.,  and either does not expect to be in the U.S. for 183 days during each calendar year and does not conduct  business in the
U.S. which should receive any gains from the Funds, or is exempt under an income tax treaty. My (Our) signature below constitutes my
(our) agreement and acceptance of all the terms,  conditions and account features selected in any and all parts of this Application.
The Internal Revenue Service does not require your consent to any provision of this document other than the certifications  required
to avoid backup withholding.
------------------------------------------------------------------------------------------------------------------------------------
INDIVIDUAL, JOINT OR CUSTODIAN ACCOUNTS
------------------------------------------------------------------------------------------------------------------------------------
Signature of Individual Owner or Custodian                       Date
X
------------------------------------------------------------------------------------------------------------------------------------
Signature of Joint Owner, if any                                 Date
X
------------------------------------------------------------------------------------------------------------------------------------
Corporation, Partnership, Trust or Other Accounts

Signature of Authorized Officer, General Partner, Trustee, etc.  Date
X
------------------------------------------------------------------------------------------------------------------------------------
Title of Corporate Officer, General Partner, Trustee, etc.       Date

------------------------------------------------------------------------------------------------------------------------------------
12.  FOR COMPLETION BY INVESTMENT DEALER
------------------------------------------------------------------------------------------------------------------------------------
We hereby submit this  application  for purchase of shares in accordance  with the terms of our Selling  Agreement  with  Touchstone
Securities, Inc. and with the current Prospectus for the Funds.
------------------------------------------------------------------------------------------------------------------------------------
Investment Dealer Name

------------------------------------------------------------------------------------------------------------------------------------
Dealer's Corporate Office Address                                City                                    State          Zip

------------------------------------------------------------------------------------------------------------------------------------
Representative's Name

------------------------------------------------------------------------------------------------------------------------------------
Representative's Branch Office Address                           City                                    State          Zip

------------------------------------------------------------------------------------------------------------------------------------
Representative's Telephone Number                                Representative's Number

------------------------------------------------------------------------------------------------------------------------------------
Authorized Signature of Investment Dealer
X
------------------------------------------------------------------------------------------------------------------------------------
Title
------------------------------------------------------------------------------------------------------------------------------------
FIFTH THIRD - SIGNATURE CARD                                                                                                CHECKING
------------------------------------------------------------------------------------------------------------------------------------
Submit one card to establish  an optional  check  redemption  account  which allows you to write checks  against your account in the
________________. Please see a Fund's current Prospectus to determine if checkwriting is available in that Fund.
 (Name of Fund)

PRINT CLEARLY
Name of Account ____________________________________________________________________________________________________________________

Account Number ______________________________________________    Date ______________________________________________________________

The  registered  owner(s) of this account must sign below.  By signing this card the  signatory(ies)  agrees to all of the terms and
conditions set forth on the reverse side of this card.

_____________________________________________________________    ___________________________________________________________________
Signature                                                        Signature

_____________________________________________________________    ___________________________________________________________________
Signature                                                        Signature

INSTITUTIONAL ACCOUNTS:                                          JOINT TENANCY ACCOUNTS:
[ ] Check here if any two signatures are required on checks      [ ] Check here if both signatures are required on checks
[ ] Check here if only one signature is required on checks       [ ] Check here if only one signature is required on checks
------------------------------------------------------------------------------------------------------------------------------------
[ ] Check here if Business  Style  Checks (600 per book with  voucher  stub) are  required.  A charge will be made to your  account.
Individual Style checks are provided at no charge.
------------------------------------------------------------------------------------------------------------------------------------

<PAGE>

------------------------------------------------------------------------------------------------------------------------------------
SYSTEMATIC WITHDRAWAL PLAN
------------------------------------------------------------------------------------------------------------------------------------
This plan enables you to withdraw money  regularly-either  by check directly to you or electronically to your domestic bank account.
It eliminates  your need to make a special  request every month,  quarter or year.  There is no charge at the  Touchstone  Family of
Funds, and you may cancel at any time with no obligations or penalty.

Please make a total withdrawal of ___________ (minimum $50) from my Touchstone  account(s) on a [ ] Monthly [ ] Quarterly [ ] Annual
basis, beginning on or about the last day of ________________ (month, year) from the fund(s) listed below:

STOCK FUNDS                                 TAXABLE BOND FUNDS                         TAX-FREE BOND FUNDS
[ ] International Equity Fund   $________   [ ] High Yield Fund            $________   [ ] Ohio Insured Tax-Free Fund       $_______
[ ] Emerging Growth Fund        $________   [ ] Bond Fund                  $________   [ ] Tax-Free Intermediate Term Fund  $_______
[ ] Aggressive Growth Fund      $________   [ ] Intermediate Term
[ ] Growth/Value Fund           $________       Government Income Fund     $________   TAX-FREE MONEY MARKET FUNDS
[ ] Equity Fund                 $________                                              [ ] Tax-Free Money Fund              $_______
[ ] Enhanced 30 Fund            $________   TAXABLE MONEY MARKET FUNDS                 [ ] California Tax-Free Money Fund   $_______
[ ] Value Plus Fund             $________   [ ] Money Market Fund          $________   [ ] Florida Tax-Free Money Fund      $_______
[ ] Utility Fund                $________   [ ] Short Term Government      $________   [ ] Ohio Tax-Free Money Fund - R     $_______
                                                 Income Fund                           [ ] Ohio Tax-Free Money Fund - I     $_______
                                            [ ] Institutional Government
                                                Income Fund                $________
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Existing Account Number (if applicable)             [ ] Make check payable to the account owner(s) and send to the address of record

                                                    [ ] Make check payable to a third party and send to the name and address below:
------------------------------------------------------------------------------------------------------------------------------------
Name - First, Initial, Last                                      Street

------------------------------------------------------------------------------------------------------------------------------------
City                                                             State                                             Zip

------------------------------------------------------------------------------------------------------------------------------------
[ ] Deposit payments in my bank account electronically through Automated Clearing House (ACH) to the account designated below.
    [ ] Checking Account (please attach a voided check)
    [ ] Savings Account (please attach a preprinted deposit slip)
------------------------------------------------------------------------------------------------------------------------------------
Bank Account Registration                                        Bank Name

------------------------------------------------------------------------------------------------------------------------------------
Street                                                           City                     State                    Zip

------------------------------------------------------------------------------------------------------------------------------------
Bank Routing Number                                              Bank Account Number

------------------------------------------------------------------------------------------------------------------------------------
Any Joint Owner of this new account with the Touchstone Family of Funds                                            Date
who is not a Joint Owner of your bank account must sign here:
X
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
                                                        TERMS AND CONDITIONS
                                                        --------------------
1.  REDEMPTION  AUTHORIZATION:  The signatory(ies)  whose signature(s)  appears on the reverse side,  intending to be legally bound,
    hereby agrees each with the other and with Fifth Third ("Bank"), that the Bank is appointed agent for such person(s) and as such
    agent, is directed to redeem shares registered in the name of such  signatory(ies) upon receipt of, and in the amount of, checks
    drawn upon the above numbered  accounts and to deposit the proceeds of such redemptions in said account or otherwise arrange for
    application  of such proceeds to payments of said checks.  The Bank is expressly  authorized to commingle  such proceeds of such
    redemptions in said account or otherwise  arrange for  application of such proceeds to payments of said checks also on behalf of
    Integrated Fund Services, Inc. in effecting the redemption of shares.
    The Bank is expressly authorized to honor checks as redemption  instructions  hereunder without requiring signature  guarantees,
    and shall not be liable for any loss or liability resulting from the absence of any such guarantee.
2.  CHECK PAYMENT: The signatory(ies) authorizes and directs the Bank to pay each check presented hereunder, subject to all laws and
    Bank rules and regulations pertaining to checking accounts. In addition, the signatory(ies) agrees that:
    (a) No check shall be issued or honored,  or redemption  effected,  for any amounts represented by shares for which certificates
        have been issued.
    (b) No check shall be issued or honored, or redemption  effected,  for any amounts represented by shares unless payment for such
        shares has been made in full and any checks given in such payment  have been  collected  through  normal  banking  channels.
        Shareholders who wish immediate  availability of shares for check redemption may purchase their shares with federal funds or
        may contact Integrated Fund Services, Inc. for assistance.
    (c) Checks issued hereunder cannot be cashed over the counter at the Bank; and
    (d) Checks shall be subject to any further information set forth in the applicable Prospectus,  including without limitation any
        additions, amendments and supplements thereto.
3.  DUAL  OWNERSHIP:  If more than one person is indicated  as a registered  owner of shares,  as by joint  ownership,  ownership in
    common,  or tenants by the entireties,  then (a) each registered  owner must sign this signature card, (b) each registered owner
    must sign each check issued  hereunder  unless the parties have  indicated on the face of this card that only one need sign,  in
    which case the Bank is authorized to act upon such signature,  and (c) each signatory guarantees to the Bank the genuineness and
    accuracy of the signature of the other signatory(ies).  In the event of the death of a joint tenant or tenant by the entireties,
    the survivor shall be deemed to own all of the shares and the proceeds thereof upon delivery of appropriate documentation.
4.  TERMINATION:  The Bank may at any time  terminate  this  account,  related  share  redemption  service  and its  agency  for the
    signatory(ies) hereto without prior notice by Bank to the signatory(ies).
5.  HEIRS AND ASSIGNS:  These terms and conditions shall bind the respective  heirs,  executors,  administrators  and assigns of the
    signatory(ies).
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</TABLE>
<PAGE>



                            TOUCHSTONE TAX-FREE TRUST

                       STATEMENT OF ADDITIONAL INFORMATION


                                November 1, 2000




                         Tax-Free Intermediate Term Fund

                           Ohio Insured Tax-Free Fund

                               Tax-Free Money Fund

                            Ohio Tax-Free Money Fund

                         California Tax-Free Money Fund

                           Florida Tax-Free Money Fund

This Statement of Additional Information is not a prospectus.  It should be read
together with Touchstone  Tax-Free Trust's  prospectus dated November 1, 2000. A
copy of the  Prospectus  can be obtained by writing the Trust at 221 East Fourth
Street, Suite 300, Cincinnati,  Ohio 45202, or by calling Touchstone nationwide,
800.543.0407, or in Cincinnati 362.4921.

<PAGE>

                       STATEMENT OF ADDITIONAL INFORMATION

                            Touchstone Tax-Free Trust

                        221 East Fourth Street, Suite 300

                             Cincinnati, Ohio 45202

                               TABLE OF CONTENTS                         PAGE

The Trust......................................................................3

Municipal Obligations..........................................................4

Quality Ratings of Municipal Obligations......................................10

Definitions, Policies and Risk Considerations.................................13

Investment Limitations........................................................17

Insurance on the Ohio Insured Tax-Free Fund's Securities......................22

Trustees and Officers.........................................................25

The Investment Advisor and Sub-Advisor........................................28

The Distributor...............................................................31

Distribution Plans............................................................32

Securities Transactions.......................................................34

Code of Ethics................................................................36

Portfolio Turnover............................................................36

Calculation of Share Price and Public Offering Price..........................37

Choosing a Share Class........................................................40

Other Purchase Information....................................................44

Taxes.........................................................................47

Redemption in Kind............................................................49

Historical Performance Information............................................50

Principal Security Holders....................................................54

Custodian.....................................................................56

Auditors......................................................................56

Transfer Agent................................................................57

Tax Equivalent Yield Tables...................................................58

ANNUAL REPORT ................................................................60




<PAGE>


THE TRUST
---------

Touchstone Tax-Free Trust (the "Trust"), formerly Countrywide Tax-Free Trust, an
open-end,   diversified  management  investment  company,  was  organized  as  a
Massachusetts  business trust on April 13, 1981. The Trust currently  offers six
series  of  shares  to  investors:   the  Tax-Free   Money  Fund,  the  Tax-Free
Intermediate  Term Fund, the Ohio Insured Tax-Free Fund, the Ohio Tax-Free Money
Fund,  the California  Tax-Free  Money Fund and the Florida  Tax-Free Money Fund
(referred to  individually as a "Fund" and  collectively  as the "Funds").  Each
Fund has its own investment goals and policies.

Shares of each Fund have equal voting rights and liquidation  rights.  Each Fund
shall vote separately on matters submitted to a vote of the shareholders  except
in matters  where a vote of all series of the Trust in the aggregate is required
by the  Investment  Company Act of 1940 or otherwise.  Each class of shares of a
Fund  shall vote  separately  on matters  relating  to its plan of  distribution
pursuant to Rule 12b-1.  When matters are submitted to shareholders  for a vote,
each  shareholder  is  entitled  to one vote  for  each  full  share  owned  and
fractional  votes for fractional  shares owned. The Trust does not normally hold
annual  meetings of  shareholders.  The Trustees  shall  promptly  call and give
notice of a meeting of  shareholders  for the purpose of voting upon the removal
of any Trustee when requested to do so in writing by shareholders holding 10% or
more  of the  Trust's  outstanding  shares.  The  Trust  will  comply  with  the
provisions  of Section 16(c) of the  Investment  Company Act of 1940 in order to
facilitate communications among shareholders.

Each share of a Fund  represents an equal  proportionate  interest in the assets
and liabilities belonging to that Fund with each other share of that Fund and is
entitled to such dividends and  distributions out of the income belonging to the
Fund as are declared by the Trustees.  The shares do not have cumulative  voting
rights  or any  preemptive  or  conversion  rights,  and the  Trustees  have the
authority  from time to time to divide or combine  the shares of any Fund into a
greater  or lesser  number  of shares of that Fund so long as the  proportionate
beneficial  interest  in the  assets  belonging  to that Fund and the  rights of
shares of any other Fund are in no way affected. In case of any liquidation of a
Fund,  the  holders of shares of the Fund being  liquidated  will be entitled to
receive as a class a  distribution  out of the assets,  net of the  liabilities,
belonging  to that  Fund.  Expenses  attributable  to any Fund are borne by that
Fund. Any general expenses of the Trust not readily identifiable as belonging to
a particular  Fund are  allocated  by or under the  direction of the Trustees in
such manner as the Trustees determine to be fair and equitable.  Generally,  the
Trustees allocate such expenses on the basis of relative net assets or number of
shareholders.  No shareholder is liable to further calls or to assessment by the
Trust without his express consent.

Both Class A  (Retail)  shares  and Class B  (Institutional)  shares of the Ohio
Tax-Free Money Fund  represent an interest in the same assets of the Fund,  have
the same rights and are identical in all material respects except that (i) Class
A shares bear the expenses of  distribution  fees;  (ii) certain class  specific
expenses  will  be  borne  solely  by the  class  to  which  such  expenses  are
attributable,  including transfer agent fees attributable to a specific class of
shares,  printing and postage  expenses  related to preparing  and  distributing
materials  to  current  shareholders  of a  specific  class,  registration  fees
incurred by a specific class of shares, the expenses of administrative personnel
and  services  required  to  support  the  shareholders  of  a  specific  class,
litigation or other legal expenses relating to a class of shares, Trustees' fees
or  expenses  incurred  as a result of issues  relating  to a specific  class of
shares and accounting fees and expenses  relating to a specific class of shares;
(iii) each class has exclusive  voting rights with respect to matters  affecting
only that class;  and (iv) Class A shares are subject to a lower minimum initial
investment  requirement and offer certain shareholder  services not available to
Class B shares such as  checkwriting  privileges  and automatic  investment  and
redemption plans.
<PAGE>
Both Class A shares and Class C shares of the  Tax-Free  Intermediate  Term Fund
and the Ohio Insured  Tax-Free Fund  represent an interest in the same assets of
such Fund,  have the same  rights and are  identical  in all  material  respects
except that (i) Class C shares bear the  expenses of higher  distribution  fees;
(ii) certain other class specific  expenses will be borne solely by the class to
which such expenses are attributable, including transfer agent fees attributable
to a  specific  class of  shares,  printing  and  postage  expenses  related  to
preparing  and  distributing  materials  to current  shareholders  of a specific
class, registration fees incurred by a specific class of shares, the expenses of
administrative  personnel and services required to support the shareholders of a
specific  class,  litigation  or other  legal  expenses  relating  to a class of
shares,  Trustees' fees or expenses incurred as a result of issues relating to a
specific class of shares and accounting fees and expenses relating to a specific
class of shares;  and (iii) each class has exclusive  voting rights with respect
to matters relating to its own distribution arrangements.

The Board of Trustees  may  classify  and  reclassify  the shares of a Fund into
additional classes of shares at a future date.

Under  Massachusetts  law,  under  certain  circumstances,   shareholders  of  a
Massachusetts  business  trust could be deemed to have the same type of personal
liability for the  obligations  of the Trust as does a partner of a partnership.
However,  numerous investment  companies registered under the Investment Company
Act of 1940 have been formed as  Massachusetts  business trusts and the Trust is
not aware of an instance where such result has occurred. In addition,  the Trust
Agreement disclaims  shareholder  liability for acts or obligations of the Trust
and  requires  that  notice  of such  disclaimer  be  given  in each  agreement,
obligation or instrument  entered into or executed by the Trust or the Trustees.
The Trust  Agreement  also  provides  for the  indemnification  out of the Trust
property for all losses and expenses of any shareholder  held personally  liable
for the  obligations  of the Trust.  Moreover,  it provides that the Trust will,
upon request,  assume the defense of any claim made against any  shareholder for
any act or  obligation  of the Trust and  satisfy  any  judgment  thereon.  As a
result,  and  particularly  because the Trust assets are readily  marketable and
ordinarily  substantially exceed liabilities,  management believes that the risk
of  shareholder  liability is slight and limited to  circumstances  in which the
Trust itself would be unable to meet its obligations.  Management believes that,
in view of the above, the risk of personal liability is remote.
<PAGE>
MUNICIPAL OBLIGATIONS
---------------------

Each Fund invests primarily in Municipal Obligations.  Municipal Obligations are
debt  obligations  issued by a state and its political  subdivisions,  agencies,
authorities  and  instrumentalities  and  other  qualifying  issuers  which  pay
interest  that is, in the  opinion of bond  counsel to the  issuer,  exempt from
federal  income tax. The Ohio Insured  Tax-Free Fund and the Ohio Tax-Free Money
Fund invest  primarily  in Ohio  Obligations,  which are  Municipal  Obligations
issued  by  the  State  of  Ohio  and  its  political  subdivisions,   agencies,
authorities  and  instrumentalities  and  other  qualifying  issuers  which  pay
interest that is, in the opinion of bond counsel to the issuer, exempt from both
federal income tax and Ohio personal  income tax. The California  Tax-Free Money
Fund  invests   primarily  in  California   Obligations,   which  are  Municipal
Obligations  issued by the State of California  and its political  subdivisions,
agencies,  authorities and  instrumentalities and other qualifying issuers which
pay interest that is, in the opinion of bond counsel to the issuer,  exempt from
both federal  income tax and California  income tax. The Florida  Tax-Free Money
Fund invests primarily in Florida Obligations,  which are Municipal  Obligations
issued  by the  State  of  Florida  and its  political  subdivisions,  agencies,
authorities and  instrumentalities  and other qualifying  issuers,  the value of
which is exempt from the Florida  intangible  personal  property tax,  which pay
interest  that is, in the  opinion of bond  counsel to the  issuer,  exempt from
federal income tax.

Municipal  obligations  consist  of  tax-exempt  bonds,   tax-exempt  notes  and
tax-exempt commercial paper.

TAX-EXEMPT  BONDS.  Tax-exempt  bonds are issued to obtain  funds to  construct,
repair or  improve  various  facilities  such as  airports,  bridges,  highways,
hospitals,  housing,  schools, streets and water and sewer works, to pay general
operating expenses or to refinance outstanding debts. They also may be issued to
finance various private activities,  including the lending of funds to public or
private  institutions  for  construction  of  housing,  educational  or  medical
facilities or the financing of privately owned or operated facilities.

The two principal  classifications of tax-exempt bonds are "general  obligation"
and "revenue"  bonds.  General  obligation bonds are backed by the issuer's full
credit and taxing power.  Revenue bonds are backed by the revenues of a specific
project,  facility or tax.  Industrial  development revenue bonds are a specific
type of revenue bond backed by the credit of the private user of the facility.

Each Fund may invest in any  combination of general  obligation  bonds,  revenue
bonds and industrial  development  bonds.  Each Fund may invest more than 25% of
its  assets  in  tax-exempt  obligations  issued  by  municipal  governments  or
political  subdivisions of governments  within a particular  segment of the bond
market,  such as housing agency bonds,  hospital revenue bonds or airport bonds.
It is possible  that  economic,  business  or  political  developments  or other
changes  affecting  one bond may also affect  other bonds in the same segment in
the same manner, thereby potentially increasing the risk of such investments.

From time to time,  each Fund may invest more than 25% of the value of its total
assets in  industrial  development  bonds which,  although  issued by industrial
development  authorities,  may be backed only by the assets and  revenues of the
nongovernmental  users.  However,  a Fund will not  invest  more than 25% of its
assets in  securities  backed  by  nongovernmental  users  which are in the same
industry.  Interest  on  municipal  obligations  (including  certain  industrial
development  bonds) which are private  activity  obligations,  as defined in the
Internal  Revenue Code,  issued after August 7, 1986,  while exempt from federal
income tax, is a preference  item for purposes of the  alternative  minimum tax.
Where a regulated  investment  company  receives such interest,  a proportionate
share of any  exempt-interest  dividend paid by the  investment  company will be
treated as such a  preference  item to  shareholders.  Each Fund will invest its
assets so that no more than 20% of its annual  income gives rise to a preference
item for the purpose of the  alternative  minimum  tax and in other  investments
subject to federal income tax.
<PAGE>
TAX-EXEMPT NOTES.  Tax-exempt notes generally are used to provide for short-term
capital needs and generally have maturities of one year or less.  Tax-exempt
notes include:

         1. Tax Anticipation Notes. Tax anticipation notes are issued to finance
         working capital needs of municipalities. Generally, they are issued in
         anticipation of various seasonal tax revenues, such as income, sales,
         use and business taxes, and are payable from these specific future
         taxes.

         2. Revenue Anticipation Notes. Revenue anticipation notes are issued in
         expectation of receipt of other kinds of  revenue, such as federal
         revenues available under the federal revenue sharing programs.

         3. Bond Anticipation Notes. Bond anticipation notes are issued to
         provide interim financing until long-term financing can be
         arranged. In most cases, the long-term bonds then provide the money for
         the repayment of the notes.

TAX-EXEMPT  COMMERCIAL PAPER.  Tax-exempt  commercial paper typically represents
short-term,  unsecured,  negotiable  promissory  notes issued by a state and its
political  subdivisions.  These  notes are  issued to finance  seasonal  working
capital needs of municipalities or to provide interim construction financing and
are  paid  from  general  revenues  of  municipalities  or are  refinanced  with
long-term debt. In most cases,  tax-exempt commercial paper is backed by letters
of credit,  lending  agreements,  note  repurchase  agreements  or other  credit
facility  agreements  offered  by banks or other  institutions  and is  actively
traded.

WHEN-ISSUED   OBLIGATIONS.   Each  Fund  may  invest  in  when-issued  Municipal
Obligations.  Obligations offered on a when-issued basis are settled by delivery
and payment after the date of the transaction,  usually within 15 to 45 days. In
connection with these investments,  each Fund will direct its Custodian to place
cash or liquid  securities  in a segregated  account in an amount  sufficient to
make payment for the  securities to be purchased.  When a segregated  account is
maintained  because a Fund  purchases  securities  on a when-issued  basis,  the
assets  deposited in the  segregated  account will be valued daily at market for
the purpose of determining the adequacy of the securities in the account. If the
market value of such securities declines,  additional cash or securities will be
placed in the account on a daily  basis so that the market  value of the account
will equal the amount of the Fund's  commitments  to  purchase  securities  on a
when-issued  basis. To the extent funds are in a segregated  account,  they will
not be available for new investment or to meet redemptions. Securities purchased
on a when-issued basis and the securities held in a Fund's portfolio are subject
to changes in market  value based upon  changes in the level of  interest  rates
(which will generally result in all of those securities changing in value in the
same way,  i.e, all those  securities  experiencing  appreciation  when interest
rates decline and depreciation when interest rates rise). Therefore, if in order
to achieve higher returns,  a Fund remains  substantially  fully invested at the
same time that it has purchased securities on a when-issued basis, there will be
a  possibility  that the market  value of the Fund's  assets  will have  greater
fluctuation.  The purchase of securities  on a  when-issued  basis may involve a
risk of loss if the broker-dealer  selling the securities fails to deliver after
the value of the securities has risen.
<PAGE>
When the time comes for a Fund to make  payment for  securities  purchased  on a
when-issued  basis,  the Fund will do so by using  then-available  cash flow, by
sale  of the  securities  held in the  segregated  account,  by  sale  of  other
securities or,  although it would not normally expect to do so, by directing the
sale of the securities  purchased on a when-issued  basis themselves  (which may
have a market  value  greater  or less  than  the  Fund's  payment  obligation).
Although  a  Fund  will  only  make  commitments  to  purchase  securities  on a
when-issued basis with the intention of actually  acquiring the securities,  the
Funds may sell  these  obligations  before the  settlement  date if it is deemed
advisable  by the  Sub-Advisor  as a matter  of  investment  strategy.  Sales of
securities for these purposes carry a greater  potential for the  realization of
capital gains and losses, which are not exempt from federal income taxes.

PARTICIPATION  INTERESTS.  Each Fund may invest in  participation  interests  in
Municipal   Obligations   owned  by  banks  or  other  financial   institutions.
Participation  interests  frequently are backed by irrevocable letters of credit
or a guarantee of a bank.  A Fund will have the right to sell the interest  back
to the bank or other  financial  institution and draw on the letter of credit on
demand,  generally  on seven  days'  notice,  for all or any part of the  Fund's
participation interest in the par value of the Municipal Obligation plus accrued
interest.  Each Fund intends to exercise the demand on the letter of credit only
under  the  following  circumstances:  (1)  default  of any of the  terms of the
documents of the  Municipal  Obligation,  (2) as needed to provide  liquidity in
order  to  meet  redemptions,  or (3) to  maintain  a  high  quality  investment
portfolio. The bank or financial institution will retain a service and letter of
credit fee and a fee for issuing the repurchase commitment in an amount equal to
the excess of the interest paid by the issuer on the Municipal  Obligations over
the  negotiated  yield at which  the  instruments  were  purchased  by the Fund.
Participation  interests will be purchased only if, in the opinion of counsel of
the issuer, interest income on the interests will be tax-exempt when distributed
as dividends to shareholders. Each Fund will not invest more than 10% of its net
assets in  participation  interests  that do not have a demand  feature  and all
other illiquid securities.

Banks  and  financial   institutions  are  subject  to  extensive   governmental
regulations  which may limit the amounts and types of loans and other  financial
commitments  that may be made and interest  rates and fees which may be charged.
The profitability of banks and financial  institutions is largely dependent upon
the availability  and cost of capital funds to finance lending  operations under
prevailing money market  conditions.  General  economic  conditions also play an
important part in the operations of these entities and exposure to credit losses
arising from possible financial difficulties of borrowers may affect the ability
of a bank or financial  institution  to meet its  obligations  with respect to a
participation interest.
<PAGE>
FLOATING  AND  VARIABLE  RATE  OBLIGATIONS.  Each Fund may invest in floating or
variable rate Municipal Obligations.  Floating rate obligations have an interest
rate which is fixed to a specified interest rate, such as a bank prime rate, and
is  automatically  adjusted when the specified  interest rate changes.  Variable
rate obligations have an interest rate which is adjusted at specified  intervals
to a specified interest rate.  Periodic interest rate adjustments help stabilize
the obligations'  market values.  Each Fund may purchase these  obligations from
the  issuers  or  may  purchase  participation   interests  in  pools  of  these
obligations  from banks or other financial  institutions.  Variable and floating
rate  obligations  usually carry demand  features that permit a Fund to sell the
obligations back to the issuers or to financial intermediaries at par value plus
accrued  interest  upon not more  than 30 days'  notice  at any time or prior to
specific dates. Certain of these variable rate obligations, often referred to as
"adjustable  rate put bonds," may have a demand feature  exercisable on specific
dates once or twice each  year.  Each Fund will not invest  more than 10% of its
net  assets in  floating  or  variable  rate  obligations  as to which it cannot
exercise  the  demand  feature  on not  more  than  seven  days'  notice  if the
Sub-Advisor, under the direction of the Board of Trustees, determines that there
is no secondary  market  available for these  obligations and all other illiquid
securities. If a Fund invests a substantial portion of its assets in obligations
with  demand  features  permitting  sale to a limited  number of  entities,  the
inability  of the entities to meet  demands to purchase  the  obligations  could
affect  the  Fund's  liquidity.   However,   obligations  with  demand  features
frequently  are secured by letters of credit or comparable  guarantees  that may
reduce  the risk that an  entity  would  not be able to meet  such  demands.  In
determining  whether an obligation  secured by a letter of credit meets a Fund's
quality  standards,  the  Sub-Advisor  will ascribe to such  obligation the same
rating  given to  unsecured  debt  issued by the letter of credit  provider.  In
looking to the  creditworthiness of a party relying on a foreign bank for credit
support, the Sub-Advisor will consider whether adequate public information about
the  bank is  available  and  whether  the bank may be  subject  to  unfavorable
political  or economic  developments,  currency  controls or other  governmental
restrictions affecting its ability to honor its credit commitment.

INVERSE FLOATING  OBLIGATIONS.  Each of the Tax-Free  Intermediate Term Fund and
the Ohio Insured Tax-Free Fund may invest in securities  representing  interests
in  Municipal  Obligations,  known as inverse  floating  obligations,  which pay
interest rates that vary inversely to changes in the interest rates of specified
short-term   Municipal   Obligations   or  an  index  of  short-term   Municipal
Obligations.  The interest rates on inverse floating  obligations will typically
decline as short-term  market interest rates increase and increase as short-term
market rates decline.  Such  securities have the effect of providing a degree of
investment leverage,  since they will generally increase or decrease in value in
response  to  changes  in market  interest  rates at a rate  which is a multiple
(typically two) of the rate at which fixed-rate, long-term Municipal Obligations
increase or decrease in response to such changes.  As a result, the market value
of inverse floating  obligations will generally be more volatile than the market
values of fixed-rate Municipal Obligations.

OBLIGATIONS  WITH PUTS ATTACHED.  Each Fund may purchase  Municipal  Obligations
with the right to resell the  obligation  to the seller at a specified  price or
yield  within a specified  period.  The right to resell is  commonly  known as a
"put" or a "standby  commitment." Each Fund may purchase  Municipal  Obligations
with puts  attached  from  banks and  broker-dealers.  Each Fund  intends to use
obligations  with puts attached for liquidity  purposes to ensure a ready market
for the  underlying  obligations  at an acceptable  price.  Although no value is
assigned to any puts on Municipal  Obligations,  the price which a Fund pays for
the obligations may be higher than the price of similar obligations without puts
attached.  The purchase of obligations with puts attached involves the risk that
the seller may not be able to repurchase  the underlying  obligation.  Each Fund
intends  to  purchase  such   obligations   only  from  sellers  deemed  by  the
Sub-Advisor,  under the direction of the Board of Trustees,  to present  minimal
credit risks. In addition,  the value of the obligations with puts attached held
by a Fund will not exceed 10% of its net assets.
<PAGE>
LEASE  OBLIGATIONS.  The  Tax-Free  Intermediate  Term Fund and the Ohio Insured
Tax-Free Fund may invest in Municipal Obligations that constitute  participation
in lease obligations or installment purchase contract  obligations  (hereinafter
collectively called "lease  obligations") of municipal  authorities or entities.
Although  lease  obligations  do  not  constitute  general  obligations  of  the
municipality  for which the  municipality's  taxing  power is  pledged,  a lease
obligation is ordinarily  backed by the  municipality's  covenant to budget for,
appropriate  and make  the  payments  due  under  the  lease  obligation.  Lease
obligations  provide a premium  interest  rate,  which  along  with the  regular
amortization  of the  principal,  may make them  attractive for a portion of the
assets   of  the   Funds.   Certain   of   these   lease   obligations   contain
"non-appropriation"   clauses  which  provide  that  the   municipality  has  no
obligation to make lease or installment purchase payments in future years unless
money is  appropriated  for such purpose on an annual basis.  In addition to the
"non-appropriation"  risk, these  securities  represent a relatively new type of
financing that has not yet developed the depth of marketability  associated with
more  conventional  bonds.  Although  "non-appropriation"  lease obligations are
secured by the leased property,  the disposition of the property in the event of
foreclosure  might prove difficult.  The Trust will seek to minimize the special
risks  associated with such securities by only investing in  "non-appropriation"
lease  obligations  where (1) the nature of the leased  equipment or property is
such that its  ownership or use is essential to a  governmental  function of the
municipality,  (2) the lease payments will commence amortization of principal at
an early date  resulting in an average life of seven years or less for the lease
obligation,  (3)  appropriate  covenants  will be  obtained  from the  municipal
obligor  prohibiting the  substitution  or purchase of similar  equipment if the
lease payments are not  appropriated,  (4) the lease obligor has maintained good
market  acceptability  in the past, (5) the investment is of a size that will be
attractive to institutional  investors,  and (6) the underlying leased equipment
has elements of  portability  and/or use that enhance its  marketability  in the
event foreclosure on the underlying equipment were ever required.

Each of the Tax-Free  Intermediate  Term Fund and the Ohio Insured Tax-Free Fund
will not  invest  more than 10% of its net  assets in lease  obligations  if the
Sub-Advisor  determines  that there is no secondary  market  available for these
obligations and all other illiquid securities. The Funds do not intend to invest
more than an  additional 5% of their net assets in municipal  lease  obligations
determined by the Sub-Advisor,  under the direction of the Board of Trustees, to
be liquid.  In determining  the liquidity of such  obligations,  the Sub-Advisor
will  consider  such  factors as (1) the  frequency of trades and quotes for the
obligation;  (2) the number of dealers  willing to purchase or sell the security
and the number of other  potential  buyers;  (3) the  willingness  of dealers to
undertake  to  make  a  market  in the  security;  and  (4)  the  nature  of the
marketplace  trades,  including the time needed to dispose of the security,  the
method of soliciting  offers and the mechanics of transfer.  The Funds will only
purchase unrated lease obligations which meet the Fund's quality  standards,  as
determined  by the  Sub-Advisor,  under the  direction of the Board of Trustees,
including an assessment of the likelihood that the lease will not be cancelled.
<PAGE>
QUALITY RATINGS OF MUNICIPAL OBLIGATIONS

The Tax-Free Money Fund,  the Ohio Tax-Free Money Fund, the California  Tax-Free
Money Fund and the Florida  Tax-Free  Money Fund (the "Money Market  Funds") may
invest in Municipal Obligations only if rated at the time of purchase within the
two highest grades assigned by any two nationally recognized  statistical rating
organizations ("NRSROs") (or by any one NRSRO if the obligation is rated by only
that NRSRO). The NRSROs which may rate the obligations of the Money Market Funds
include Moody's Investors Service, Inc.  ("Moody's"),  Standard & Poor's Ratings
Group ("S&P") or Fitch Investors Services, Inc. ("Fitch").

The Tax-Free Intermediate Term Fund may invest in Municipal Obligations rated at
the time of purchase within the three highest grades assigned by Moody's, S&P or
Fitch. The Ohio Insured Tax-Free Fund may invest in Municipal  Obligations rated
at the time of purchase within the four highest grades assigned by Moody's,  S&P
or Fitch. The Tax-Free Intermediate Term Fund and the Ohio Insured Tax-Free Fund
may also invest in  tax-exempt  notes and  commercial  paper  determined  by the
Sub-Advisor to meet the Funds' quality standards.  Each Fund's quality standards
limit its  investments  in tax-exempt  notes to those which are rated within the
three highest  grades by Moody's (MIG 1, MIG 2 or MIG 3) or Fitch (F-1+,  F-1 or
F-2)  or the  two  highest  grades  by S&P  (SP-1  or  SP-2)  and in  tax-exempt
commercial  paper to those  which are rated  within  the two  highest  grades by
Moody's (Prime-1 or Prime-2), S&P (A-1 or A-2) or Fitch (Fitch-1 or Fitch-2).

           MOODY'S RATINGS

           1.  TAX-EXEMPT  BONDS.  The  four  highest  ratings  of  Moody's  for
           tax-exempt  bonds are Aaa, Aa, A and Baa.  Bonds rated Aaa are judged
           by Moody's to be of the best quality.  They carry the smallest degree
           of  investment  risk and are  generally  referred to as "gilt  edge."
           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
           issuers.  Bonds  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.  Moody's says that Aa bonds are
           rated  lower than the best bonds  because  margins of  protection  or
           other elements make long term risks appear  somewhat  larger than Aaa
           bonds.  Moody's  describes bonds rated A as possessing many favorable
           investment attributes and as upper medium grade obligations.  Factors
           giving  security  to  principal  and  interest  of A rated  bonds are
           considered  adequate,  but  elements may be present  which  suggest a
           susceptibility to impairment sometime in the future.  Bonds which are
           rated by Moody's in the fourth highest rating (Baa) 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. Those obligations
           in the A and Baa group which Moody's  believes  possess the strongest
           investment attributes are designated by the symbol A 1 and Baa 1.
<PAGE>
           2. TAX-EXEMPT  NOTES.  Moody's highest rating for tax-exempt notes is
           MIG-1.  Moody's says that notes rated MIG-1 are of the best  quality,
           enjoying strong  protection from  established cash flows of funds for
           their servicing or from  established  and  broad-based  access to the
           market for refinancing,  or both. Notes bearing the MIG-2 designation
           are of high quality, with margins of protection ample although not so
           large as in the MIG-1 group.  Notes bearing the designation MIG-3 are
           of favorable  quality,  with all security elements  accounted for but
           lacking the  undeniable  strength  of the  preceding  grades.  Market
           access  for  refinancing,  in  particular,  is likely to be less well
           established.

           3.  TAX-EXEMPT  COMMERCIAL  PAPER.  The rating Prime-1 is the highest
           tax-exempt commercial paper rating assigned by Moody's. Issuers rated
           Prime-1 are judged to be of the best quality.  Their  short-term debt
           obligations carry the smallest degree of investment risk.  Margins of
           support for current  indebtedness  are large or stable with cash flow
           and asset protection well assured.  Current liquidity  provides ample
           coverage of near-term  liabilities and unused  alternative  financing
           arrangements are generally  available.  While protective elements may
           change  over the  intermediate  or long term,  such  changes are most
           unlikely to impair the  fundamentally  strong  position of short-term
           obligations.  Issuers  rated  Prime-2  have  a  strong  capacity  for
           repayment of short-term obligations.

           S&P RATINGS

           1. TAX-EXEMPT  BONDS.  The four highest ratings of S&P for tax-exempt
           bonds are AAA, AA, A and BBB. Bonds rated AAA have the highest rating
           assigned by S&P to a debt  obligation.  Capacity to pay  interest and
           repay  principal  is  extremely  strong.  Bonds  rated AA have a very
           strong  capacity to pay interest and repay  principal and differ from
           the highest rated issues only in a small degree. Bonds rated A have a
           strong capacity to pay interest and repay principal although they are
           somewhat  more  susceptible  to the  adverse  effects  of  changes in
           circumstances  and  economic  conditions  than bonds in higher  rated
           categories. Bonds which are rated by S&P in the fourth highest rating
           (BBB) are regarded as having an adequate capacity to pay interest and
           repay principal and are considered  "investment  grade." Whereas they
           normally exhibit  adequate  protection  parameters,  adverse economic
           conditions  or  changing  circumstances  are more likely to lead to a
           weakened  capacity to pay interest and repay principal than for bonds
           in higher rated  categories.  The ratings for tax-exempt bonds may be
           modified  by the  addition  of a plus or minus sign to show  relative
           standing within the major rating categories.

           2. TAX-EXEMPT  NOTES.  Tax-exempt note ratings are generally given by
           S&P to notes that  mature in three  years or less.  Notes  rated SP-1
           have very strong or strong  capacity to pay  principal  and interest.
           Issues determined to possess overwhelming safety characteristics will
           be given a plus  designation.  Notes  rated  SP-2  have  satisfactory
           capacity to pay principal and interest.
<PAGE>
           3.  TAX-EXEMPT  COMMERCIAL  PAPER.  The ratings  A-1+ and A-1 are the
           highest  tax-exempt  commercial  paper ratings assigned by S&P. These
           designations  indicate the degree of safety  regarding timely payment
           is either  overwhelming  (A-1+) or very strong (A- 1).  Capacity  for
           timely payment on issues rated A-2 is strong.  However,  the relative
           degree of safety is not as overwhelming as for issues designated A-1.

           FITCH RATINGS

           1. TAX-EXEMPT BONDS. The four highest ratings of Fitch for tax-exempt
           bonds are AAA,  AA, A and BBB.  Bonds rated AAA are regarded by Fitch
           as  being  of  the  highest  quality,  with  the  obligor  having  an
           extraordinary  ability to pay interest and repay  principal  which is
           unlikely to be affected by reasonably foreseeable events. Bonds rated
           AA are regarded by Fitch as high quality  obligations.  The obligor's
           ability to pay interest and repay  principal,  while very strong,  is
           somewhat less than for AAA rated bonds,  and more subject to possible
           change  over the term of the issue.  Bonds  rated A are  regarded  by
           Fitch as being of good quality. The obligor's ability to pay interest
           and repay principal is strong,  but may be more vulnerable to adverse
           changes in  economic  conditions  and  circumstances  than bonds with
           higher  ratings.  Bonds  rated BBB are  regarded by Fitch as being of
           satisfactory 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 weaken this
           ability than bonds with higher ratings. Fitch ratings may be modified
           by the addition of a plus (+) or minus (-) sign.

           2.  TAX-EXEMPT  NOTES.  The ratings F-1+, F-1 and F-2 are the highest
           ratings  assigned by Fitch for tax-exempt  notes.  Notes assigned the
           F-1+ rating are regarded by Fitch as having the  strongest  degree of
           assurance for timely  payment.  Notes assigned the F-1 rating reflect
           an assurance for timely payment only slightly less than the strongest
           issues.  Notes assigned the F-2 rating have a degree of assurance for
           timely  payment  with a lesser  margin  of safety  than  higher-rated
           notes.

           3. TAX-EXEMPT COMMERCIAL PAPER.  Commercial paper rated Fitch-1 is
           regarded as having the strongest degree of assurance for timely
           payment. Issues assigned the Fitch-2 rating reflect an assurance of
           timely payment only slightly less in degree than the strongest
           issues.

GENERAL.  The ratings of Moody's,  S&P and Fitch represent their opinions of the
quality of the  obligations  rated by them.  It should be  emphasized  that such
ratings are general and are not  absolute  standards  of quality.  Consequently,
obligations with the same maturity, coupon and rating may have different yields,
while obligations of the same maturity and coupon,  but with different  ratings,
may have the same yield. It is the responsibility of the Sub-Advisor to appraise
independently  the  fundamental  quality of the  obligations  held by the Funds.
Certain  Municipal  Obligations  may be backed by  letters  of credit or similar
commitments  issued by banks and, in such instances,  the obligation of the bank
and other credit  factors  will be  considered  in assessing  the quality of the
Municipal Obligations.
<PAGE>
Any Municipal  Obligation  which depends on credit of the U.S.  Government (e.g.
project notes) will be considered by the Sub-Advisor as having the equivalent of
the highest  rating of Moody's,  S&P or Fitch.  In addition,  unrated  Municipal
Obligations will be considered as being within the foregoing  quality ratings if
other  equal or junior  Municipal  Obligations  of the same issuer are rated and
their ratings are within the foregoing  ratings of Moody's,  S&P or Fitch.  Each
Fund may also  invest in  Municipal  Obligations  which are not rated if, in the
opinion of the Sub-Advisor,  such obligations are of comparable quality to those
rated obligations in which the applicable Fund may invest.

Subsequent to its purchase by a Fund, an obligation may cease to be rated or its
rating may be reduced  below the minimum  required for purchase by the Fund.  If
the  rating  of an  obligation  held  by a Fund is  reduced  below  its  minimum
requirements, the Fund will be required to exercise the demand provision or sell
the obligation as soon as practicable.

DEFINITIONS, POLICIES AND RISK CONSIDERATIONS
---------------------------------------------

A more  detailed  discussion  of some of the  investment  policies  of the Funds
described in the Prospectus appears below:

BANK DEBT  INSTRUMENTS.  Bank  debt  instruments  in which the Funds may  invest
consist of  certificates  of deposit,  bankers'  acceptances  and time  deposits
issued by national  banks and state banks,  trust  companies and mutual  savings
banks,  or of banks or  institutions  the  accounts  of which are insured by the
Federal Deposit Insurance  Corporation or the Federal Savings and Loan Insurance
Corporation.  Certificates of deposit are negotiable certificates evidencing the
indebtedness  of a  commercial  bank  to  repay  funds  deposited  with it for a
definite  period of time (usually from fourteen days to one year) at a stated or
variable interest rate. Bankers'  acceptances are credit instruments  evidencing
the  obligation  of a bank  to pay a  draft  which  has  been  drawn  on it by a
customer,  which instruments  reflect the obligation both of the bank and of the
drawer to pay the face amount of the instrument  upon  maturity.  The Funds will
only invest in bankers'  acceptances of banks having a short-term  rating of A-1
by  S&P or  Prime-1  by  Moody's.  Time  deposits  are  non-negotiable  deposits
maintained in a banking  institution for a specified  period of time at a stated
interest rate. Each Fund will not invest in time deposits  maturing in more than
seven days if, as a result thereof, more than 10% of the value of its net assets
would be invested in such securities and other illiquid securities.

COMMERCIAL PAPER.  Commercial paper consists of short-term  (usually from one to
two hundred seventy days) unsecured  promissory  notes issued by corporations in
order to finance their current operations. Each Fund will only invest in taxable
commercial  paper  provided  the  paper  is  rated  in one of  the  two  highest
categories  by any two NRSROs (or by any one NRSRO if the  security  is rated by
only that  NRSRO).  Each Fund may also  invest in  unrated  commercial  paper of
issuers who have outstanding  unsecured debt rated Aa or better by Moody's or AA
or better by S&P.  Certain notes may have floating or variable  rates.  Variable
and floating rate notes with a demand notice period exceeding seven days will be
subject to each Fund's  restrictions on illiquid  investments  (see  "Investment
Limitations")  unless,  in the  judgment  of  the  Sub-Advisor,  subject  to the
direction  of the  Board of  Trustees,  such  note is  liquid.  The Funds do not
presently intend to invest in taxable commercial paper.
<PAGE>
The  rating of  Prime-1 is the  highest  commercial  paper  rating  assigned  by
Moody's.  Among the factors  considered by Moody's in assigning  ratings are the
following: valuation of the management of the issuer; economic evaluation of the
issuer's industry or industries and an appraisal of speculative-type risks which
may be  inherent  in certain  areas;  evaluation  of the  issuer's  products  in
relation to competition and customer acceptance;  liquidity;  amount and quality
of  long-term  debt;  trend of  earnings  over a period of 10  years;  financial
strength  of the  parent  company  and the  relationships  which  exist with the
issuer; and recognition by the management of obligations which may be present or
may arise as a result of public interest questions and preparations to meet such
obligations.  These  factors  are all  considered  in  determining  whether  the
commercial paper is rated Prime-1 or Prime-2.  Commercial paper rated A (highest
quality) by S&P has the following characteristics: liquidity ratios are adequate
to meet  cash  requirements;  long-term  senior  debt is  rated  "A" or  better,
although in some cases "BBB" credits may be allowed; the issuer has access to at
least two additional channels of borrowing; basic earnings and cash flow have an
upward  trend with  allowance  made for unusual  circumstances;  typically,  the
issuer's  industry  is well  established  and the issuer  has a strong  position
within  the  industry;  and  the  reliability  and  quality  of  management  are
unquestioned.  The relative strength or weakness of the above factors determines
whether the issuer's commercial paper is rated A-1 or A-2.

REPURCHASE  AGREEMENTS.  Repurchase  agreements are transactions by which a Fund
purchases a security and  simultaneously  commits to resell that security to the
seller at an agreed upon time and price,  thereby  determining  the yield during
the term of the agreement.  In the event of a bankruptcy or other default of the
seller  of a  repurchase  agreement,  a Fund  could  experience  both  delays in
liquidating the underlying security and losses. To minimize these possibilities,
each Fund intends to enter into  repurchase  agreements only with its Custodian,
with banks having  assets in excess of $10 billion and with  broker-dealers  who
are recognized as primary dealers in U.S. Government  obligations by the Federal
Reserve  Bank of New  York.  Collateral  for  repurchase  agreements  is held in
safekeeping in the customer-only  account of the Funds' Custodian at the Federal
Reserve Bank. A Fund will not enter into a repurchase  agreement not  terminable
within seven days if, as a result thereof, more than 10% of the value of its net
assets would be invested in such securities and other illiquid securities.

Although the securities subject to a repurchase  agreement might bear maturities
exceeding one year,  settlement for the repurchase  would never be more than one
year after the Fund's acquisition of the securities and normally would be within
a shorter  period of time.  The resale  price will be in excess of the  purchase
price,  reflecting  an agreed upon market rate  effective for the period of time
the Fund's money will be invested in the securities,  and will not be related to
the coupon  rate of the  purchased  security.  At the time a Fund  enters into a
repurchase  agreement,  the value of the underlying security,  including accrued
interest, will equal or exceed the value of the repurchase agreement, and in the
case of a repurchase agreement exceeding one day, the seller will agree that the
value of the underlying security,  including accrued interest, will at all times
equal or exceed the value of the repurchase  agreement.  The collateral securing
the seller's obligation must consist of either certificates of deposit, eligible
bankers'  acceptances or securities which are issued or guaranteed by the United
States Government or its agencies.  The collateral will be held by the Custodian
or in the Federal Reserve Book Entry System.
<PAGE>
For purposes of the  Investment  Company Act of 1940, a repurchase  agreement is
deemed  to be a loan  from  a  Fund  to the  seller  subject  to the  repurchase
agreement  and is  therefore  subject  to  that  Fund's  investment  restriction
applicable  to  loans.  It is not  clear  whether  a court  would  consider  the
securities  purchased by a Fund subject to a repurchase agreement as being owned
by that Fund or as being collateral for a loan by the Fund to the seller. In the
event of the  commencement of bankruptcy or insolvency  proceedings with respect
to the  seller of the  securities  before  repurchase  of the  security  under a
repurchase  agreement,  a Fund may encounter delays and incur costs before being
able to sell the  security.  Delays may  involve  loss of interest or decline in
price of the security.  If a court characterized the transaction as a loan and a
Fund has not  perfected a security  interest in the  security,  that Fund may be
required  to return the  security  to the  seller's  estate and be treated as an
unsecured creditor of the seller. As an unsecured  creditor,  a Fund would be at
the risk of losing  some or all of the  principal  and  income  involved  in the
transaction.  As with any unsecured  debt  obligation  purchased for a Fund, the
Sub-Advisor seeks to minimize the risk of loss through repurchase  agreements by
analyzing the  creditworthiness of the obligor, in this case, the seller.  Apart
from the risk of bankruptcy or  insolvency  proceedings,  there is also the risk
that the seller may fail to repurchase  the  security,  in which case a Fund may
incur a loss if the proceeds to that Fund of the sale of the security to a third
party are less than the repurchase  price.  However,  if the market value of the
securities subject to the repurchase  agreement becomes less than the repurchase
price  (including  interest),  the Fund  involved  will direct the seller of the
security  to  deliver  additional  securities  so that the  market  value of all
securities  subject  to the  repurchase  agreement  will  equal  or  exceed  the
repurchase  price. It is possible that a Fund will be unsuccessful in seeking to
enforce the seller's contractual obligation to deliver additional securities.

LOANS OF  PORTFOLIO  SECURITIES.  Each  Fund may  make  short-term  loans of its
portfolio securities to banks, brokers and dealers. Lending portfolio securities
exposes  a Fund to the risk that the  borrower  may fail to  return  the  loaned
securities  or may not be able to provide  additional  collateral or that a Fund
may experience  delays in recovery of the loaned securities or loss of rights in
the collateral if the borrower fails  financially.  To minimize these risks, the
borrower must agree to maintain  collateral  marked to market daily, in the form
of cash and/or  liquid  securities,  with the Funds'  Custodian  in an amount at
least equal to the market value of the loaned  securities.  Each Fund will limit
the amount of its loans of portfolio  securities  to no more than 25% of its net
assets. This lending policy may not be changed by a Fund without the affirmative
vote of a majority of its outstanding shares.

Under applicable regulatory requirements (which are subject to change), the loan
collateral  must,  on each  business day, at least equal the value of the loaned
securities.  To be acceptable as  collateral,  letters of credit must obligate a
bank to pay  amounts  demanded  by a Fund if the  demand  meets the terms of the
letter.  Such terms and the issuing bank must be  satisfactory  to the Fund. The
Funds  receive  amounts  equal to the  interest  on loaned  securities  and also
receive one or more of (a) negotiated loan fees, (b) interest on securities used
as collateral, or (c) interest on short-term debt securities purchased with such
collateral;  either type of interest may be shared with the borrower.  The Funds
may also pay fees to placing  brokers as well as  custodian  and  administrative
fees in  connection  with  loans.  Fees  may  only be paid to a  placing  broker
provided that the Trustees  determine that the fee paid to the placing broker is
reasonable and based solely upon services rendered, that the Trustees separately
consider  the  propriety  of any fee  shared  by the  placing  broker  with  the
borrower,  and that the fees are not used to compensate  the  Sub-Advisor or any
affiliated  person of the Trust or an affiliated  person of the  Sub-Advisor  or
other  affiliated  person.  The terms of the Funds'  loans must meet  applicable
tests under the Internal  Revenue Code and permit the Funds to reacquire  loaned
securities on five days' notice or in time to vote on any important matter.
<PAGE>
BORROWING AND PLEDGING.  As a temporary  measure for  extraordinary or emergency
purposes, the Tax-Free Money Fund, the Tax-Free Intermediate Term Fund, the Ohio
Insured  Tax-Free  Fund,  the  California  Tax-Free  Money Fund and the  Florida
Tax-Free  Money Fund may each  borrow  money  from banks or other  persons in an
amount not  exceeding  10% of its total  assets.  Each Fund may pledge assets in
connection  with  borrowings  but will not  pledge  more  than 10% of its  total
assets. The Funds will not make any additional purchases of portfolio securities
while borrowings are outstanding.

The Ohio Tax-Free Money Fund may borrow money from banks (provided there is 300%
asset  coverage) or from banks or other  persons for  temporary  purposes (in an
amount  not  exceeding  5% of its  total  assets).  The  Fund  will not make any
borrowing  which would cause its outstanding  borrowings to exceed  one-third of
the value of its total assets.  The Fund may pledge  assets in  connection  with
borrowings but will not pledge more than one-third of its total assets. The Fund
will not make any purchases of portfolio  securities if  outstanding  borrowings
exceed 5% of the value of its total assets.

Borrowing  magnifies the potential for gain or loss on the portfolio  securities
of  the  Funds  and,  therefore,  if  employed,  increases  the  possibility  of
fluctuation in a Fund's net asset value. This is the speculative factor known as
leverage.  To  reduce  the  risks of  borrowing,  the  Funds  will  limit  their
borrowings as described  above.  Each Fund's  policies on borrowing and pledging
are fundamental  policies which may not be changed without the affirmative  vote
of a majority of its outstanding shares.

SECURITIES WITH LIMITED MARKETABILITY.  Each Fund may invest in the aggregate up
to 10% of its  net  assets  in  securities  that  are  not  readily  marketable,
including:  participation  interests  that are not  subject to demand  features;
floating and variable rate obligations as to which the Funds cannot exercise the
related demand feature and as to which there is no secondary market;  repurchase
agreements not terminable within seven days, and (for the Tax-Free  Intermediate
Term Fund and the Ohio Insured Tax-Free Fund) lease  obligations for which there
is no secondary market.

MAJORITY.  As  used  in this  Statement  of  Additional  Information,  the  term
"majority"  of the  outstanding  shares of the Trust (or of any Fund)  means the
lesser  of (1)  67% or more  of the  outstanding  shares  of the  Trust  (or the
applicable  Fund)  present at a meeting,  if the holders of more than 50% of the
outstanding  shares  of the  Trust  (or the  applicable  Fund)  are  present  or
represented  at such meeting or (2) more than 50% of the  outstanding  shares of
the Trust (or the applicable Fund).
<PAGE>
INVESTMENT LIMITATIONS
----------------------

The Trust has adopted certain  fundamental  investment  limitations  designed to
reduce the risk of an  investment  in the Funds.  These  limitations  may not be
changed with respect to any Fund without the  affirmative  vote of a majority of
the  outstanding  shares  of that  Fund.  For the  purpose  of these  investment
limitations,  the identification of the "issuer" of Municipal  Obligations which
are not general  obligation bonds is made by the Sub-Advisor on the basis of the
characteristics  of the obligation,  the most significant of which is the source
of funds for the payment of principal of and interest on such obligations.

THE LIMITATIONS APPLICABLE TO THE TAX-FREE MONEY FUND, THE TAX-FREE INTERMEDIATE
TERM FUND AND THE OHIO INSURED TAX-FREE FUND ARE:

         1. Borrowing Money. Each Fund will not borrow money or pledge, mortgage
         or  hypothecate  its  assets,   except  as  a  temporary   measure  for
         extraordinary  or  emergency  purposes  and then only in amounts not in
         excess of 10% of the value of its  total  assets.  A Fund will not make
         any additional  purchases of portfolio  securities while borrowings are
         outstanding.

         2.  Underwriting.  Each Fund will not act as  underwriter of securities
         issued by other  persons,  either  directly or through a majority owned
         subsidiary.  This  limitation is not  applicable to the extent that, in
         connection with the disposition of its portfolio securities  (including
         restricted  securities),  a Fund may be  deemed  an  underwriter  under
         certain federal securities laws.

         3. Illiquid  Investments.  Each Fund will not purchase  securities  for
         which there are legal or  contractual  restrictions  on resale or enter
         into a repurchase  agreement  maturing in more than seven days if, as a
         result  thereof,  more than 10% of the value of the total assets of the
         Fund would be invested in such securities.

         4. Real Estate. Each Fund will not purchase, hold or deal in real
         estate, but this shall not prevent investments in Municipal Obligations
         which are secured by or represent interests in real estate.

         5. Commodities. Each Fund will not purchase, hold or deal in
         commodities or commodities futures contracts, or invest in oil,
         gas or other mineral explorative or development programs.

         6. Loans. Each Fund will not make loans to other persons, except (a) by
         the purchase of a portion of an issue of debt securities in accordance
         with its investment objective, policies and limitations, (b) by loaning
         portfolio securities, or (c) by engaging in repurchase transactions.
<PAGE>
         7.  Certain  Companies.  Each Fund will not  purchase  securities  of a
         company, if such purchase at the time thereof, would cause more than 5%
         of the Fund's total assets to be invested in  securities  of companies,
         which, including predecessors,  have a record of less than three years'
         continuous operation.

         8. Obligations of One Issuer. Each Fund will not purchase more than 10%
         of the outstanding publicly issued debt obligations of any issuer. With
         respect to the Ohio Insured  Tax-Free Fund,  this  limitation  does not
         apply to  securities  issued or guaranteed by the State of Ohio and its
         political   subdivisions   and   duly   constituted   authorities   and
         corporations.  This  limitation is not  applicable to privately  issued
         Municipal Obligations.

         9. Investing for Control. Each Fund will not invest in companies for
         the purpose of exercising control.

         10. Other Investment Companies. Each Fund will not invest more than 10%
         of its total assets in the securities of other investment companies and
         then only for  temporary  purposes in  companies  whose  dividends  are
         tax-exempt or invest more than 5% of its total assets in the securities
         of any investment company.  Each Fund will not purchase more than 3% of
         the outstanding voting stock of any investment company.

         11. Margin Purchases. Each Fund will not purchase securities or
         evidences of interest thereon on "margin." This limitation is not
         applicable to short-term credit obtained by a Fund for the clearance of
         purchases and sales or redemption of securities.

         12. Common Stocks. Each Fund will not invest in common stocks.

         13.  Securities  Owned by  Affiliates.  Each Fund will not  purchase or
         retain the securities of any issuer if, to the Trust's knowledge, those
         Trustees and officers of the Trust or of the Advisor,  who individually
         own beneficially  more than 0.5% of the outstanding  securities of such
         issuer, together own beneficially more than 5% of such securities.

         14.  Short Sales and  Options.  Each Fund will not sell any  securities
         short or write call options.  This  limitation is not applicable to the
         extent that sales by a Fund of Municipal Obligations with puts attached
         or sales by a Fund of other  securities in which the Fund may otherwise
         invest would be considered to be sales of options.

         15. Concentration. Each Fund will not invest more than 25% of its total
         assets in a particular  industry;  this limitation is not applicable to
         investments  in  tax-exempt   obligations   issued  by  governments  or
         political  subdivisions of governments.  Each Fund may invest more than
         25% of its  total  assets in  tax-exempt  obligations  in a  particular
         segment of the bond market.

         16.  Senior  Securities.  Each Fund will not issue or sell any class of
         senior security as defined by the Investment Company Act of 1940 except
         to  the  extent  that  notes  evidencing  temporary  borrowings  or the
         purchase of securities on a when-issued basis might be deemed as such.
<PAGE>
As  diversified  series of the Trust,  the Tax-Free  Money Fund and the Tax-Free
Intermediate  Term  Fund  have  adopted  the  following  additional   investment
limitation,  which may not be changed  with  respect to either Fund  without the
affirmative vote of a majority of the outstanding shares of the applicable Fund.
Neither Fund will purchase the  securities of any issuer if such purchase at the
time  thereof  would cause less than 75% of the value of the total assets of the
Fund to be invested in cash and cash items (including  receivables),  securities
issued by the U.S. Government, its agencies or instrumentalities,  securities of
other  investment  companies,  and other  securities  for the  purposes  of this
calculation  limited in  respect  of any one issuer to an amount not  greater in
value  than 5% of the value of the  total  assets of a Fund and to not more than
10% of the outstanding voting securities of such issuer.

THE LIMITATIONS APPLICABLE TO THE OHIO TAX-FREE MONEY FUND ARE:

         1. Borrowing Money.  The Fund will not borrow money,  except (a) from a
         bank,  provided that  immediately  after such borrowing  there is asset
         coverage of 300% for all  borrowings of the Fund; or (b) from a bank or
         other persons for temporary  purposes only,  provided that,  when made,
         such  temporary  borrowings  are in an amount not  exceeding  5% of the
         Fund's total assets.  The Fund also will not make any  borrowing  which
         would cause outstanding  borrowings to exceed one-third of the value of
         its total assets.  The Fund will not make any  additional  purchases of
         portfolio  securities if outstanding  borrowings exceed 5% of the value
         of its total assets.

         2. Pledging. The Fund will not mortgage,  pledge, hypothecate or in any
         manner transfer,  as security for  indebtedness,  any security owned or
         held by it except as may be necessary  in  connection  with  borrowings
         described in limitation (1) above.  The Fund will not mortgage,  pledge
         or  hypothecate  more than  one-third of its assets in connection  with
         borrowings.

         3. Underwriting. The Fund will not act as underwriter of securities
         issued by other persons. This limitation is not applicable to the
         extent that, in connection with the disposition of its portfolio
         securities (including restricted securities), the Fund may be deemed
         an underwriter under certain federal securities laws.

         4. Illiquid Investments.  The Fund will not invest more than 10% of its
         net  assets  in  securities  for which  there are legal or  contractual
         restrictions  on resale,  repurchase  agreements  maturing in more than
         seven days and other illiquid securities.

         5. Real Estate. The Fund will not purchase, hold or deal in real
         estate. This limitation is not applicable to investments in
         securities which are secured by or represent interests in real estate.

         6. Commodities. The Fund will not purchase, hold or deal in commodities
         or  commodities  futures  contracts,  or  invest  in oil,  gas or other
         mineral  explorative or development  programs.  This  limitation is not
         applicable  to  the  extent  that  the  tax-exempt  obligations,   U.S.
         Government  obligations  and  other  securities  in which  the Fund may
         otherwise invest would be considered to be such commodities,  contracts
         or investments.
<PAGE>
         7. Loans. The Fund will not make loans to other persons,  except (a) by
         loaning  portfolio  securities,   or  (b)  by  engaging  in  repurchase
         agreements. For purposes of this limitation, the term "loans" shall not
         include the purchase of a portion of an issue of tax-exempt obligations
         or publicly distributed bonds, debentures or other securities.

         8. Margin Purchases. The Fund will not purchase securities or evidences
         of interest thereon on "margin." This limitation is not applicable to
         short-term credit obtained by the Fund for the clearance of purchases
         and sales or redemption of securities.

         9. Short Sales and Options. The Fund will not sell any securities short
         or sell put and call options.  This limitation is not applicable to the
         extent  that  sales by the Fund of  tax-exempt  obligations  with  puts
         attached or sales by the Fund of other securities in which the Fund may
         otherwise invest would be considered to be sales of options.

         10. Other Investment Companies. The Fund will not invest more than 5%
         of its total assets in the securities of any investment company and
         will not invest more than 10% of its total assets in securities of
         other investment companies.

         11. Concentration.  The Fund will not invest more than 25% of its total
         assets in a particular  industry;  this limitation is not applicable to
         investments in tax-exempt  obligations  issued by the U.S.  Government,
         its  territories  and  possessions,  the District of Columbia and their
         respective  agencies  and   instrumentalities  or  any  state  and  its
         political  subdivisions,  agencies,  authorities and instrumentalities.
         The Fund may  invest  more than 25% of its total  assets in  tax-exempt
         obligations in a particular segment of the bond market.

         12.  Senior  Securities.  The Fund  will not issue or sell any class of
         senior security as defined by the Investment Company Act of 1940 except
         to  the  extent  that  notes  evidencing  temporary  borrowings  or the
         purchase of securities on a when-issued basis might be deemed as such.

THE LIMITATIONS APPLICABLE TO THE CALIFORNIA TAX-FREE MONEY FUND AND THE FLORIDA
TAX-FREE MONEY FUND ARE:

         1. Borrowing Money. Each Fund will not borrow money, except from a bank
         for temporary  purposes only,  provided that, when made, such temporary
         borrowings are in an amount not exceeding 10% of its total assets. Each
         Fund will not make any additional  purchases of portfolio securities if
         outstanding borrowings exceed 5% of the value of its total assets.

         2. Pledging. Each Fund will not mortgage, pledge, hypothecate or in any
         manner transfer,  as security for  indebtedness,  any security owned or
         held  by the  Fund  except  as  may be  necessary  in  connection  with
         borrowings  described  in  limitation  (1)  above.  Each  Fund will not
         mortgage, pledge or hypothecate more than 10% of the value of its total
         assets in connection with borrowings.
<PAGE>
         3. Underwriting. Each Fund will not act as underwriter of securities
         issued by other persons. This limitation is not applicable to the
         extent that, in connection with the disposition of its portfolio
         securities (including restricted securities), a Fund may be deemed an
         underwriter under certain federal securities laws.

         4. Illiquid Investments. Each Fund will not invest more than 10% of its
         net  assets  in  securities  for which  there are legal or  contractual
         restrictions  on resale,  repurchase  agreements  maturing in more than
         seven days and other illiquid securities.

         5. Real Estate. Each Fund will not purchase, hold or deal in real
         estate. This limitation is not applicable to investments in securities
         which are secured by or represent interests in real estate.

         6.  Commodities.   Each  Fund  will  not  purchase,  hold  or  deal  in
         commodities or commodities futures contracts,  or invest in oil, gas or
         other mineral explorative or development  programs.  This limitation is
         not  applicable  to the extent that the  tax-exempt  obligations,  U.S.
         Government  obligations  and  other  securities  in which the Funds may
         otherwise invest would be considered to be such commodities,  contracts
         or investments.

         7. Loans. Each Fund will not make loans to other persons, except (a) by
         loaning  portfolio  securities,   or  (b)  by  engaging  in  repurchase
         agreements. For purposes of this limitation, the term "loans" shall not
         include the purchase of a portion of an issue of tax-exempt obligations
         or publicly distributed bonds, debentures or other securities.

         8. Margin Purchases. Each Fund will not purchase securities or
         evidences of interest thereon on "margin." This limitation is not
         applicable to short-term credit obtained by the Funds for the clearance
         of purchases and sales or redemption of securities.

         9.  Short  Sales and  Options.  Each Fund will not sell any  securities
         short or sell put and call options.  This  limitation is not applicable
         to the extent that sales by a Fund of tax-exempt  obligations with puts
         attached  or sales by a Fund of  other  securities  in which a Fund may
         otherwise invest would be considered to be sales of options.

         10. Other Investment Companies. Each Fund will not invest more than 5%
         of its total assets in the securities of any investment company and
         will not invest more than 10% of its total assets in securities of
         other investment companies.

         11. Concentration. Each Fund will not invest more than 25% of its total
         assets in a particular industry; this limitation is not applicable to
         investments in tax-exempt obligations issued by governments or
         political subdivisions of governments.
<PAGE>
         12.  Senior  Securities.  Each Fund will not issue or sell any class of
         senior security as defined by the Investment Company Act of 1940 except
         to  the  extent  that  notes  evidencing  temporary  borrowings  or the
         purchase of securities on a when-issued basis might be deemed as such.

With respect to the percentages  adopted by the Trust as maximum  limitations on
the Fund's  investment  policies  and  restrictions,  an excess  above the fixed
percentage (except for the percentage  limitations  relative to the borrowing of
money and the holding of  illiquid  securities)  will not be a violation  of the
policy or restriction  unless the excess results  immediately  and directly from
the acquisition of any security or the action taken.

The Trust has never pledged,  mortgaged or hypothecated  the assets of any Fund,
and the Trust  presently  intends to continue  this policy.  The Trust has never
acquired,  nor does it  presently  intend to acquire,  securities  issued by any
other  investment  company or  investment  trust.  The Funds  will not  purchase
securities  for which there are legal or contractual  restrictions  on resale or
enter  into a  repurchase  agreement  maturing  in more than seven days if, as a
result  thereof,  more than 10% of the  value of a Fund's  net  assets  would be
invested in such  securities.  The  statements  of intention  in this  paragraph
reflect  nonfundamental  policies  which may be changed by the Board of Trustees
without shareholder approval.

Except for  temporary  defensive  purposes,  the assets of each of the  Tax-Free
Money Fund, the Tax-Free  Intermediate  Term Fund and the Ohio Insured  Tax-Free
Fund will be invested so that no more than 20% of the annual income of each Fund
will be subject to federal income tax. Except for temporary  defensive purposes,
at no time will more than 20% of the value of the net assets of each of the Ohio
Tax-Free Money Fund, the California Tax-Free Money Fund and the Florida Tax-Free
Money Fund be invested in taxable  obligations.  Under normal market conditions,
each Fund  anticipates  that not more than 5% of its net assets will be invested
in any one type of taxable obligation.

INSURANCE ON THE OHIO INSURED TAX-FREE FUND'S SECURITIES
--------------------------------------------------------

Under normal  market  conditions,  at least 65% of the value of the Ohio Insured
Tax-Free  Fund's  total  assets will be invested in Ohio  municipal  obligations
which are insured as to payment of interest and principal either by an insurance
policy obtained by the issuer of the  obligations at original  issuance or by an
insurance policy obtained by the Fund from a recognized  insurer.  The Fund also
may own uninsured Ohio municipal  obligations,  including  obligations where the
payment of interest and principal is guaranteed by an agency or  instrumentality
of the U.S.  Government,  or where the  payment of  interest  and  principal  is
secured by an escrow account  consisting of obligations of the U.S.  Government.
The  Fund  may  also  invest  up to 20% of its net  assets  in  short-term  Ohio
municipal   obligations  which  are  not  insured,   since  insurance  on  these
obligations is generally unavailable. For temporary defensive purposes, the Fund
may  invest  more  than  20% of its net  assets  in  uninsured  short-term  Ohio
municipal  obligations.  The Board of Trustees  may  terminate  the  practice of
investing in insured  obligations if it determines  that such practice is not in
the best interests of the Fund's shareholders.
<PAGE>
Ohio municipal  obligations  purchased by the Ohio Insured  Tax-Free Fund may be
insured by one of the following types of insurance: new issue insurance,  mutual
fund insurance, or secondary insurance.

NEW ISSUE INSURANCE.  A new issue insurance policy is purchased by the issuer or
underwriter  of an  obligation  in order to  increase  the credit  rating of the
obligation. All premiums are paid in advance by the issuer or underwriter. A new
issue insurance policy is non-cancelable  and continues in effect as long as the
obligation is outstanding and the insurer remains in business.

MUTUAL FUND INSURANCE.  A mutual fund insurance  policy is purchased by the Fund
from an insurance company. All premiums are paid from the Fund's assets, thereby
reducing  the yield from an  investment  in the Fund.  A mutual  fund  insurance
policy is  non-cancelable  except for  non-payment  of  premiums  and remains in
effect only as long as the Fund holds the insured  obligation.  In the event the
Fund sells an obligation  covered by a mutual fund policy, the insurance company
is liable only for those  payments of  principal  and  interest  then due and in
default. If the Fund holds a defaulted obligation, the Fund continues to pay the
insurance  premium thereon but is entitled to collect interest payments from the
insurer and may collect the full amount of  principal  from the insurer when the
obligation becomes due. Accordingly, it is expected that the Fund will retain in
its  portfolio  any  obligations  so  insured  which  are in  default  or are in
significant  risk of default to avoid  forfeiture  of the value of the insurance
feature of such obligations, which would not be reflected in the price for which
the Fund could sell such obligations. In valuing such defaulted obligations, the
Fund will value the insurance in an amount equal to the  difference  between the
market  value of the  defaulted  obligation  and the  market  value  of  similar
obligations  which are not in  default.  Because  the Fund  must hold  defaulted
obligations in its portfolio,  its ability in certain  circumstances to purchase
other obligations with higher yields will be limited.

SECONDARY  INSURANCE.  A secondary insurance policy insures an obligation for as
long as it  remains  outstanding,  regardless  of the owner of such  obligation.
Premiums  are  paid by the Fund  and  coverage  is  non-cancelable,  except  for
non-payment  of  premiums.   Because  secondary  insurance  provides  continuous
coverage during the term of the obligation, it provides greater marketability of
the Fund's  obligations  than is allowed under a mutual fund  insurance  policy.
Thus, the Fund with secondary  insurance may sell an obligation to a third party
as a high-rated  insured  security at a higher market price than would otherwise
be obtained if the obligation were insured under a mutual fund policy. Secondary
insurance  also  gives the Fund the  option of  selling a  defaulted  obligation
rather than compelling it to hold a defaulted  security in its portfolio so that
it may continue to be afforded insurance protection.

The Ohio Insured Tax-Free Fund currently intends to purchase only Ohio municipal
obligations  which are insured by the issuer of the obligation under a new issue
insurance  policy.  In the  event  the  Sub-Advisor  makes a  recommendation  to
purchase an  obligation  which is not otherwise  insured,  the Fund may purchase
such obligation and thereafter obtain mutual fund or secondary insurance.
<PAGE>
The Ohio Insured  Tax-Free  Fund may purchase  insurance  from,  or  obligations
insured by, one of the following  recognized insurers of municipal  obligations:
MBIA Insurance  Corp.  ("MBIA"),  AMBAC  Assurance  Corp.  ("AMBAC"),  Financial
Guaranty  Insurance Co. ("FGIC") or Financial  Security  Assurance Inc. ("FSA").
Each insurer is rated Aaa by Moody's and AAA by S&P and each insurer maintains a
statutory  capital  claims  ratio  well  below the  exposure  limits  set by the
Insurance  Commissioner  of New York  (300:1  insurance  risk  exposure to every
dollar of statutory  capital).  The Fund may also  purchase  insurance  from, or
obligations  insured by, other insurance  companies provided that such companies
have a  claims-paying  ability  rated Aaa by Moody's  or AAA by S&P.  While such
insurance reduces the risk that principal or interest will not be paid when due,
it is not a protection against market risks arising from other factors,  such as
changes in  prevailing  interest  rates.  If the issuer  defaults on payments of
interest or  principal,  the  trustee  and/or  payment  agent of the issuer will
notify  the  insurer  who will  make  payment  to the  bondholders.  There is no
assurance that any insurance company will meet its obligations.

MBIA has been the leader in the  municipal  bond  insurance  market for the past
seventeen years, holding a 26% share of the market in 1999. MBIA's volume of new
issue municipal bonds was  approximately $37 billion in 1999, a 37% decline from
the previous  year.  Although  MBIA's  insured  municipal  market share was down
versus the prior year,  its adjusted  gross  premiums  written  declined by just
9.3%. This was  attributable  to the company's  better pricing  discipline,  its
dedication to improved returns,  tighter underwriting and balance sheet quality.
The company implemented strategic shifts in underwriting and business guidelines
last year  which have  yielded  solid  improvements  in key  financial  strength
measurements.  Across all  sectors,  premium  rates have  increased  and capital
charges have decreased.  MBIA's average premium rate increased to  approximately
54 basis  points for the 1999 book of  business,  compared to  approximately  38
basis  points  for the 1998 book of  business.  Also  evidencing  the  company's
improved credit quality initiative, 83% of the 1999 book of business was rated A
or better,  compared with 80% of the 1998 book of business.  Although  municipal
bond insurance  remains the dominant  component of MBIA's insured book business,
during 1999 it insured $47.5 billion in gross  structured  finance,  compared to
$36.9 billion of municipal business. In the international  market,  although par
insured  declined in 1999,  this area  remains  the  company's  most  profitable
insurance  sector.  MBIA's  efforts to  capitalize  on  international  insurance
opportunities  began in 1995 when it entered into a European  joint venture with
AMBAC  and  expanded  further  in 1998 with the  opening  of an office in Japan.
MBIA's  international  business  volume as of December 31, 1999 represents 5% of
its total insured  portfolio.  MBIA is 98.4% publicly owned,  with its remaining
shares owned by Aetna Casualty & Surety Company.

AMBAC is the oldest and second  largest  bond  insurer.  AMBAC has  historically
taken a very conservative approach to the bond insurance business, beyond simply
underwriting,  to a zero-loss  philosophy.  This strategy has served the company
well as it has  avoided  recent  adverse  industry  events.  Management  remains
committed to investment-grade underwriting and risk management, not only for its
insurance business, but for all of its affiliate operations. AMBAC's disciplined
underwriting  continues to produce a  high-quality  book of business with a very
low insured portfolio risk profile and a high margin of safety.  Notwithstanding
the overall decline in new issue municipal  volume in 1999, AMBAC reported a 19%
increase in gross par written.  The  transportation and higher education sectors
helped  suppress  the overall  decline in volume with net par exposure for these
sectors  rising  31% and 19%,  respectively.  As with  other  insurers,  product
diversification  has been a cornerstone of the AMBAC  strategic  plan. The AMBAC
and MBIA joint venture in Europe has made a material contribution to the overall
business success of AMBAC's  specialized finance division and AMBAC's entry into
the structured and asset-based  insurance sector now accounts for 25% of its net
par written.  In 1999, the company wrote more structured and  asset-backed  par,
including international, than domestic municipal par. AMBAC is entirely owned by
public shareholders.
<PAGE>
FGIC is 99% owned by General  Electric Capital Services and 1% owned by Sumitomo
Marine & Fire  Insurance  Co. Ltd.  FGIC  remains  committed  to low risk,  high
quality  underwriting  and risk  management  standards.  This has  resulted in a
high-quality book of insured business. FGIC employs a conservative  underwriting
strategy in terms of its target markets, focusing on the low-risk sectors of the
municipal   market  which  provide   predictable   earnings,   such  as  general
obligations,  tax-backed,  water and sewer,  lease  revenue  and  transportation
sectors.  Suffering  through the overall decline in the municipal  market,  FGIC
reported  a  14%  decline  in  net  domestic  municipal  par  written  in  1999.
Notwithstanding  the decline in volume,  FGIC  insured  bonds made up 25% of the
insured  municipal  bond market in 1999,  which is up from 22% in 1998.  In 1999
FGIC had the lowest per-period capital charge, at 6.5%,  compared to an industry
average of 10.3%. The company remains a very limited player in the international
market,  but plans to re-enter and expand its presence in asset-backed  sectors.
Although  the  growth  of  other  asset-backed  sectors  may  add  a  degree  of
variability  to FGIC's  underwriting  income due to the nature in which premiums
are  earned in this  business  line,  this  growth is not likely to have a major
effect,  due to management's  cautious  approach to its  asset-backed  expansion
initiatives.

FSA  continues  to expand its presence in the  municipal  bond market with a 23%
market share in 1999, up from 22% last year and 5% in 1995. FSA's modest gain in
the  municipal  market  share in 1999  did not come at the cost of more  liberal
underwriting.  However,  pricing  suffered  to a small  degree  with the company
recording a modest decline in its premium profitability ratio. Still, over time,
FSA has  shown  itself  to be at the very  top of the  industry  from a  premium
profitability standpoint.  Although FSA's roots are in the asset-based insurance
sector, its presence in the asset-backed market has diminished.  FSA experienced
dramatic  growth in the  international  sector in 1999, with net par outstanding
growing 92%. In March 2000,  FSA announced  that it had agreed to be acquired by
Dexia  S.A.,  one of the 25 largest  banking  groups in Europe.  No changes  are
expected in FSA's core  business  strategies,  senior  management  personnel  or
fundamental  operating  practices once it is acquired by Dexia. FSA will operate
as an independent  subsidiary and will remain true to the sound underwriting and
risk management  guidelines that have served it well in the past. Together,  FSA
and Dexia may pursue  opportunities  where  they can  combine  their  respective
strengths to create new products or services.

TRUSTEES AND OFFICERS
---------------------

The  following is a list of the Trustees  and  executive  officers of the Trust,
their  compensation  from the Trust and their  aggregate  compensation  from the
Touchstone  complex of funds for the  fiscal  year  ended  June 30,  2000.  Each
Trustee who is an "interested person" of the Trust, as defined by the Investment
Company Act of 1940, is indicated by an asterisk.
<PAGE>
                                                            Aggregate
                                                            Compensation
                                           Compensation     from the
                                            from the        Touchstone
Name                    Position Held       Trust           Complex (1)
----                    -------------       -----           -----------

William O. Coleman      Trustee             $3,500           $18,442
Philip R. Cox           Trustee             $3,500           $21,750
H. Jerome Lerner        Trustee             $5,500           $16,500
*Robert H. Leshner      Trustee             $0               $0
*Jill T. McGruder       President/Trustee   $0               $0
Oscar P. Robertson      Trustee             $6,000           $18,000
Nelson Schwab, Jr.      Trustee             $3,500           $18,442
Robert E. Stautberg     Trustee             $3,500           $21,750
Joseph S. Stern, Jr.    Trustee             $3,500           $18,250
J. Leland Brewster II   Trustee             $0               $0
Maryellen Peretzky      Vice President      $0               $0
Tina D. Hosking         Secretary           $0               $0
David E. Dennison       Treasurer           $0               $0
Terrie A. Wiedenheft    Controller          $0               $0

          (1) The  Touchstone  complex  of funds  consists  of six series of the
         Trust,  eight  series of  Touchstone  Strategic  Trust,  six  series of
         Touchstone  Investment  Trust and  eleven  variable  annuity  series of
         Touchstone  Variable  Series  Trust.  Each Trustee is also a Trustee of
         Touchstone  Strategic Trust and Touchstone  Investment  Trust.  Messrs.
         Coleman,  Schwab,  Stautberg  and Stern are also Trustees of Touchstone
         Variable Series Trust.

         * Ms. McGruder, as President and a director of Touchstone Advisors,
         Inc., the Trust's investment advisor and Touchstone Securities, Inc.,
         the Trust's distributor, and Mr. Leshner, as a Managing Director of
         Fort Washington Investment Advisors, Inc., the Trust's Sub-Advisor,
         are each an "interested person" of the Trust within the meaning of
         Section 2(a)(19) of the Investment Company Act of 1940.

Messrs. Lerner, Schwab, Stautberg and Stern are members of the Audit Committee.
The Audit Committee is responsible for overseeing the Trust's accounting and
financial reporting policies, practices and internal controls.

Messrs. Coleman, Cox and Robertson are members of the Valuation Committee.  The
Valuation Committee is responsible for overseeing procedures for valuing
securities held by the Trust and responding to any pricing issues which may
arise.

The principal  occupations  of the Trustees and executive  officers of the Trust
during the past five years are set forth below:

WILLIAM O. COLEMAN, Age 71, 2 Noel Lane,  Cincinnati,  Ohio is a retired General
Sales Manager and Vice  President of The Procter & Gamble  Company and a trustee
of The Procter & Gamble  Profit  Sharing Plan and The Procter & Gamble  Employee
Stock Ownership Plan. He is a director of LCA-Vision (a laser vision  correction
institute).
<PAGE>

PHILLIP R. COX, Age 52, 105 East Fourth Street, Cincinnati, Ohio is President
and Chief Executive Officer of Cox Financial Corp. (a financial services
company). He is a director of the Federal Reserve Bank of Cleveland, Cincinnati
Bell Inc. and Cinergy Corporation. Until 2000, he was a director of PNC
Bank N.A.

H. JEROME LERNER, Age 62, 7149 Knoll Road, Cincinnati, Ohio is a principal of
HJL Enterprises and is Chairman of Crane Electronics, Inc. (a manufacturer of
electronic connectors).  He is also a director of Slush Puppy Inc. (a
manufacturer of frozen beverages) and Peerless Manufacturing (a manufacturer of
bakery equipment).

ROBERT H. LESHNER, Age 61, 311 Pike Street, Cincinnati, Ohio is a Managing
Director of Fort Washington Investment Advisors, Inc. (the sub-advisor of the
Trust).  Until 1999, he was President and a director of Fort Washington
Brokerage Services, Inc. (a registered broker-dealer), Integrated Fund Services,
Inc. (a registered transfer agent) and IFS Fund Distributors, Inc. (a registered
broker-dealer).

JILL T. McGRUDER, Age 45, 221 East Fourth Street, Cincinnati, Ohio is President,
Chief Executive Officer and a director of IFS Financial Services, Inc. (a
holding company), Touchstone Advisors, Inc. (the investment advisor of the
Trust) and Touchstone Securities, Inc. (the principal underwriter of the Trust).
She is a Senior Vice President of The Western-Southern Life Assurance
Company and a director of Capital Analysts Incorporated (a registered investment
advisor and broker-dealer).  She is also President and a director of IFS Agency
Services, Inc. (insurance agency), IFS Insurance Agency, Inc., Fort Washington
Brokerage Services, Inc., IFS Fund Distributors, Inc. and Integrated Fund
Services, Inc.  She is President of Touchstone Variable Series Trust. Until
December 1996, she was National Marketing Director of Metropolitan Life
Insurance Co.  From 1991 until 1996, she was Vice President of Touchstone
Advisors, Inc. and IFS Financial Services, Inc.

OSCAR P. ROBERTSON, Age 61, 4293 Muhlhauser Road, Fairfield, Ohio is President
of Orchem Corp., a chemical specialties distributor, and Orpack Stone
Corporation, a corrugated box manufacturer.

NELSON SCHWAB, JR., Age 82, 511 Walnut Street, Cincinnati, Ohio is Senior
Counsel of Graydon, Head & Ritchey (a law firm). He is a director of Rotex,
Inc., The Ralph J. Stolle Company and Security Rug Cleaning Company.

ROBERT E. STAUTBERG, Age 66, 4815 Drake Road, Cincinnati, Ohio is a retired
partner and director of KPMG Peat Marwick LLP. Until 2000, he was a trustee of
Good Samaritan Hospital, Bethesda Hospital and Tri Health.

JOSEPH S. STERN, JR., Age 82, 3 Grandin Place, Cincinnati, Ohio is a retired
Professor Emeritus of the University of Cincinnati College of Business.

J. LELAND BREWSTER II, Age 72, 201 East Fifth Street, Cincinnati, Ohio is a
retired Senior Partner of Frost Brown Todd LLP (a law firm).

TINA D. HOSKING, Age 32, 221 East Fourth Street, Cincinnati, Ohio is Vice
President and Associate General Counsel and of Integrated Fund Services, Inc.
and IFS Fund Distributors, Inc. She is also Secretary of Touchstone Investment
Trust, Touchstone Strategic Trust and Touchstone Variable Series Trust.

MARYELLEN PERETZKY, Age 48, 221 East Fourth Street, Cincinnati, Ohio is Senior
Vice President and Secretary of Fort Washington Brokerage Services, Inc.,
Integrated Fund Services, Inc. and IFS Fund Distributors, Inc.  She is Assistant
Secretary of Fort Washington Investment Advisors, Inc. and is also Vice
President of Touchstone Investment Trust, Touchstone Strategic Trust and
Touchstone Variable Series Trust.

DAVID E. DENNISON, Age 38, 221 East Fourth Street, Cincinnati, Ohio is Senior
Vice President and Chief Operating Officer of Integrated Fund Services, Inc. and
IFS Fund Distributors, Inc.  He is also Treasurer of Touchstone Strategic Trust
and Touchstone Investment Trust and Assistant Treasurer of Touchstone Variable
Series Trust.

TERRIE A. WIEDENHEFT, Age 38, 221 East Fourth Street, Cincinnati, Ohio is Senior
Vice President, Chief Financial Officer and Treasurer of Integrated Fund
Services, Inc., IFS Fund Distributors, Inc. and Fort Washington Brokerage
Services, Inc.  She is Chief Financial Officer of IFS Financial Services, Inc.,
Touchstone Advisors, Inc. and Touchstone Securities, Inc. and Assistant
Treasurer of Fort Washington Investment Advisors, Inc.  She is also Controller
of Touchstone Strategic Trust, Touchstone Investment Trust and Touchstone
Variable Series Trust.

Each Trustee, except for Mr. Leshner and Ms. McGruder, receives a quarterly
retainer of $1,500 and a fee of $1,500 for each Board meeting attended.  Such
fees are split equally among the Trust, Touchstone Strategic Trust and
Touchstone Investment Trust.

THE INVESTMENT ADVISOR AND SUB-ADVISOR
--------------------------------------

THE INVESTMENT ADVISOR.  Touchstone Advisors, Inc. (the "Advisor") is the Funds'
investment manager.  The Advisor is a wholly-owned subsidiary of IFS Financial
Services, Inc., which is a wholly-owned subsidiary of Western-Southern Life
Assurance Company. Western-Southern Life Assurance Company is a wholly-owned
subsidiary of The Western and Southern Life Insurance Company.  Ms. McGruder may
be deemed to be an affiliate of the Advisor because of her position as President
and Director of the Advisor.  Mr. Leshner may be deemed to be an affiliate of
the Advisor because of his position as Managing Director of Fort Washington
Investment Advisors, Inc., the Funds' Sub-Advisor.  Ms. McGruder and Mr.
Leshner, by reason of such affiliations may directly or indirectly receive
benefits from the advisory fees paid to the Advisor.  Prior to May 1, 2000,
Fort Washington Brokerage Services, Inc. was the investment adviser for the
Funds.
<PAGE>
Under the terms of the investment  advisory  agreement between the Trust and the
Advisor, the Advisor appoints and supervises the Funds' Sub-Advisor, reviews and
evaluates the performance of the  Sub-Advisor and determines  whether or not the
Sub-Advisor  should be  replaced.  The Advisor  furnishes at its own expense all
facilities and personnel  necessary in connection with providing these services.
Each Fund pays the Advisor a fee computed and accrued  daily and paid monthly at
an annual rate of 0.50% of average daily net assets up to $100 million; 0.45% of
such assets from $100  million to $200  million;  0.40% of such assets from $200
million to $300 million; and 0.375% of assets over $300 million.

Set forth below are the advisory fees paid by the Funds during the fiscal years
ended June 30, 2000, 1999 and 1998.
                                        2000             1999              1998
                                        ----             ----              ----

Tax-Free Money Fund(1)               $133,557          $143,015         $150,790
Tax-Free Intermediate Term Fund(2)    235,711           271,849          302,947
Ohio Insured Tax-Free Fund(3)         315,274           353,019          378,345
Ohio Tax-Free Money Fund(4)         1,689,476         1,597,319        1,421,029
California Tax-Free Money Fund        317,209           278,310          210,813
Florida Tax-Free Money Fund(5)        132,570           285,704          276,608

(1)      The investment adviser voluntarily waived $27,592 and $17,332 of its
         fees during the fiscal years ended June 30, 2000 and 1999,
         respectively, in order to reduce the operating expenses of the Fund.
(2)      The investment adviser voluntarily waived $5,375 of its advisory fees
         during the fiscal year ended June 30, 2000 in order to reduce the
         operating expenses of the Fund.
(3)      The investment  adviser  voluntarily waived $13,994 of its fees during
         the fiscal year ended June 30, 2000 and  reimbursed  the Fund for $948
         of Class A expenses  for the fiscal  year ended June 30, 1998 in order
         to reduce the operating expenses of the Fund.
(4)      The investment adviser voluntarily waived $80,268, $51,659 and $46,680
         of its fees  during the fiscal  years  ended June 30,  2000,  1999 and
         1998,  respectively,  and reimbursed  $7,979 of  Institutional  shares
         expenses  for the fiscal  year ended June 30,  1998 in order to reduce
         the operating expenses of the Fund.
(5)       The  investment  advisor  voluntarily  waived  $65,561,  $124,338  and
          $107,645 of its fees during the fiscal years ended June 30, 2000, 1999
          and 1998, respectively,  and reimbursed the Fund $16,937 and $7,114 of
          expenses   for  the  fiscal  years  ended  June  30,  2000  and  1998,
          respectively, in order to reduce the operating expenses of the Fund.

The Funds shall pay the expenses of their  operation,  including but not limited
to (i) charges and expenses for accounting,  pricing and appraisal  services and
related overhead,  (ii) the charges and expenses of auditors;  (iii) the charges
and expenses of any custodian,  transfer agent, plan agent,  dividend disbursing
agent and  registrar  appointed  by the Trust with  respect  to the Funds;  (iv)
brokers'  commissions,  and issue and transfer taxes  chargeable to the Funds in
connection  with  securities  transactions  to  which  a Fund  is a  party;  (v)
insurance  premiums,  interest  charges,  dues and fees for  membership in trade
associations  and all  taxes  and  fees  payable  to  federal,  state  or  other
governmental  agencies;  (vi) fees and  expenses  involved  in  registering  and
maintaining  registrations  of the  Funds  with  the  SEC,  state  or  blue  sky
securities  agencies  and  foreign  countries,   including  the  preparation  of
Prospectuses  and Statements of Additional  Information for filing with the SEC;
(vii) all expenses of meetings of Trustees and of  shareholders of the Trust and
of preparing, printing and distributing prospectuses,  notices, proxy statements
and all reports to shareholders and to governmental agencies; (viii) charges and
expenses of legal  counsel to the Trust;  (ix)  compensation  of Trustees of the
Trust; and (x) interest on borrowed money, if any. The compensation and expenses
of any  officer,  Trustee or  employee of the Trust who is an  affiliate  of the
Advisor is paid by the Advisor.

<PAGE>
By its terms,  the Funds'  investment  advisory  agreement  will remain in force
until May 1, 2002, and from year to year thereafter,  subject to annual approval
by (a)  the  Board  of  Trustees  or (b) a vote  of  the  majority  of a  Fund's
outstanding voting securities; provided that in either event continuance is also
approved by a majority of the  Trustees  who are not  interested  persons of the
Trust,  by a vote cast in person at a meeting  called for the  purpose of voting
such approval. The Funds' investment advisory agreement may be terminated at any
time, on sixty days' written notice,  without the payment of any penalty, by the
Board of  Trustees,  by a vote of the  majority of a Fund's  outstanding  voting
securities,  or by the Advisor. The investment advisory agreement  automatically
terminates in the event of its assignment,  as defined by the Investment Company
Act of 1940 and the rules thereunder.

THE SUB-ADVISOR.  The Advisor has retained Fort Washington  Investment Advisors,
Inc. ("the Sub-Advisor") to serve as the discretionary portfolio manager of each
Fund. The Sub-Advisor selects the portfolio securities for investment by a Fund,
purchases and sells  securities of a Fund and places orders for the execution of
such portfolio transactions,  subject to the general supervision of the Board of
Trustees and the Advisor.  The Sub-Advisor receives a fee from the Advisor which
is paid monthly at an annual rate as follows:

                                                 Fee to Sub-Advisor
      Fund                               (as % of average daily net assets)
      ----                               ----------------------------------

Tax-Free Intermediate Term Fund                  0.20%
Ohio Insured Tax-Free Fund                       0.20%
Tax-Free Money Fund                              0.15%
Ohio Tax-Free Money Fund                         0.15%
California Tax-Free Money Fund                   0.15%
Florida Tax-Free Money Fund                      0.15%

The services provided by the Sub-Advisor are paid for wholly by the Advisor. The
compensation  of any  officer,  director or employee of the  Sub-Advisor  who is
rendering services to a Fund is paid by the Sub-Advisor.

The  employment  of the  Sub-Advisor  will remain in force until May 1, 2002 and
from year to year  thereafter,  subject to annual  approval  by (a) the Board of
Trustees  or  (b)  a  vote  of  the  majority  of a  Fund's  outstanding  voting
securities;  provided  that in either event  continuance  is also  approved by a
majority of the Trustees who are not interested  persons of the Trust, by a vote
cast in person at a meeting called for the purpose of voting such approval.  The
employment  of the  Sub-Advisor  may be  terminated  at any time, on sixty days'
written notice, without the payment of any penalty, by the Board of Trustees, by
a vote of a majority of a Fund's outstanding voting securities,  by the Advisor,
or by the Sub-Advisor.  Each Sub-Advisory Agreement will automatically terminate
in the  event of its  assignment,  as  defined  by the  1940  Act and the  rules
thereunder.
<PAGE>
THE DISTRIBUTOR
---------------

Touchstone Securities,  Inc.  ("Touchstone") is the principal underwriter of the
Trust and, as such, the exclusive agent for distribution of shares of the Funds.
Touchstone  is an  affiliate  of the  Advisor  by reason  of  common  ownership.
Touchstone  is obligated to sell the shares on a best efforts basis only against
purchase orders for the shares. Shares of each Fund are offered to the public on
a continuous basis.  Prior to May 1, 2000, Fort Washington  Brokerage  Services,
Inc. was the principal underwriter of the Trust.

Touchstone  currently  allows  concessions  to  dealers  who sell  shares of the
Tax-Free  Intermediate Term Fund and the Ohio Insured Tax-Free Fund.  Touchstone
receives  that  portion of the sales load which is not  reallowed to the dealers
who sell shares of the Funds.  Touchstone  retains the entire  sales load on all
direct initial  investments in the Funds and on all investments in accounts with
no designated dealer of record.

For the fiscal year ended June 30, 2000, the aggregate  underwriting  and broker
commissions  on sales of the  Tax-Free  Intermediate  Term  Fund's  shares  were
$46,945 of which the underwriter paid $43,194 to unaffiliated  broker-dealers in
the selling  network,  earned $272 as a broker-dealer in the selling network and
retained $3,479 in underwriting commissions.  For the fiscal year ended June 30,
2000,  the aggregate  underwriting  and broker  commissions on sales of the Ohio
Insured  Tax Free  Fund's  shares  were  $90,155 of which the  underwriter  paid
$74,627 to unaffiliated  broker-dealers in the selling network, earned $1,582 as
a  broker-dealer  in the selling  network and retained  $13,946 in  underwriting
commissions. For the fiscal year ended June 30, 1999, the aggregate underwriting
and broker commissions on sales of the Tax-Free  Intermediate Term Fund's shares
were $58,611 of which the underwriter  paid $54,787 to  unaffiliated  dealers in
the selling  network,  earned $965 as a broker-dealer in the selling network and
retained $2,859 in underwriting commissions.  For the fiscal year ended June 30,
1999,  the aggregate  underwriting  and broker  commissions on sales of the Ohio
Insured  Tax-Free  Fund's  shares  were  $68,267 of which the  underwriter  paid
$58,562 to  unaffiliated  dealers in the  selling  network,  earned  $4,048 as a
broker-dealer  in the  selling  network  and  retained  $5,657  in  underwriting
commissions. For the fiscal year ended June 30, 1998, the aggregate underwriting
commissions  on sales of the  Tax-Free  Intermediate  Term  Fund's  shares  were
$49,885 of which the underwriter paid $46,235 to unaffiliated  broker-dealers in
the selling network, earned $1,298 as a broker-dealer in the selling network and
retained $2,352 in underwriting commissions.  For the fiscal year ended June 30,
1998,  the aggregate  underwriting  and broker  commissions on sales of the Ohio
Insured  Tax-Free  Fund's  shares  were  $77,704 of which the  underwriter  paid
$69,527 to  unaffiliated  dealers in the  selling  network,  earned  $1,683 as a
broker-dealer  in the  selling  network  and  retained  $6,493  in  underwriting
commissions.

The  underwriter  retains the  contingent  deferred sales load on redemptions of
shares of the Tax-Free Intermediate Term Fund and the Ohio Insured Tax-Free Fund
which are subject to a contingent deferred sales load. For the fiscal year ended
June 30, 2000, the underwriter  retained $4,443 and $565 of contingent  deferred
sales loads on the  redemption  of Class C shares of the  Tax-Free  Intermediate
Term Fund and the Ohio Insured Tax-Free Fund, respectively.  For the fiscal year
ended June 30, 1999, the underwriter  retained  $13,216 and $1,347 of contingent
deferred  sales  loads  on the  redemption  of Class C  shares  of the  Tax-Free
Intermediate Term Fund and the Ohio Insured Tax-Free Fund, respectively. For the
fiscal year ended June 30, 1998, the  underwriter  retained $6,430 and $5,587 of
contingent  deferred  sales  loads on the  redemption  of Class C shares  of the
Tax-Free   Intermediate   Term  Fund  and  the  Ohio  Insured   Tax-Free   Fund,
respectively.

<PAGE>
The Funds may compensate dealers, including Touchstone and its affiliates, based
on the  average  balance  of all  accounts  in the Funds for which the dealer is
designated as the party responsible for the account.  See  "Distribution  Plans"
below.

DISTRIBUTION PLANS
------------------

CLASS A PLAN -- The Funds  have  adopted a plan of  distribution  (the  "Class A
Plan")  pursuant  to Rule 12b-1 under the  Investment  Company Act of 1940 which
permits a Fund to pay for expenses incurred in the distribution and promotion of
its  shares,  including  but not  limited  to,  the  printing  of  prospectuses,
statements  of  additional  information  and  reports  used for sales  purposes,
advertisements,  expenses  of  preparation  and  printing  of sales  literature,
promotion,   marketing  and  sales  expenses,  and  other   distribution-related
expenses,  including any distribution  fees paid to securities  dealers or other
firms who have executed a distribution or service agreement with Touchstone. The
Class A Plan expressly limits payment of the distribution  expenses listed above
in any fiscal year to a maximum of .25% of the  average  daily net assets of the
Tax-Free Money Fund, the California Tax-Free Money Fund and the Florida Tax-Free
Money  Fund and .25% of the  average  daily net  assets of Class A shares of the
Tax-Free  Intermediate  Term Fund,  the Ohio Insured  Tax-Free Fund and the Ohio
Tax-Free Money Fund. Unreimbursed expenses will not be carried over from year to
year.

For the fiscal  year ended June 30,  2000,  the  aggregate  distribution-related
expenditures of the Tax-Free Money Fund ("MF"),  the Tax-Free  Intermediate Term
Fund ("ITF"),  the Ohio Insured  Tax-Free Fund ("OIF"),  the Ohio Tax-Free Money
Fund  ("OMF"),  the  California  Tax-Free  Money Fund  ("CMF")  and the  Florida
Tax-Free Money Fund ("FMF") under the Class A Plan were $2,033, $30,834, $5,858,
$509,460, $33,894 and $16,063, respectively. Amounts were spent as follows:

<TABLE>
<S>                        <C>             <C>             <C>            <C>                <C>           <C>
                              MF             ITF           OIF            OMF                CMF           FMF
Printing and mailing
of prospectuses and
reports to prospective
shareholders                $2,033        $3,564           $5,754         $1,960            $2,894         $2,896

Payments to broker-
dealers and others
for the sale or
retention of assets           ---         27,270              104        507,500            31,000         13,167
                           ------         ------           ------        -------            -------        ------
TOTALS                     $2,033        $30,834           $5,858       $509,460           $33,894        $16,063

</TABLE>


<PAGE>


CLASS C PLAN (Tax-Free Intermediate Term Fund and Ohio Insured Tax-Free Fund) --
The Tax-Free Intermediate Term Fund and the Ohio Insured Tax-Free Fund have also
adopted a plan of distribution  (the "Class C Plan") with respect to the Class C
shares of such Funds.  The Class C Plan provides for two categories of payments.
First,  the Class C Plan  provides for the payment to  Touchstone  of an account
maintenance  fee,  in an amount  equal to an annual  rate of .25% of the average
daily net assets of the Class C shares, which may be paid to other dealers based
on the  average  value of Class C shares  owned by clients of such  dealers.  In
addition,  a Fund may pay up to an  additional  .75% per  annum of the daily net
assets of the Class C shares  for  expenses  incurred  in the  distribution  and
promotion   of  the  shares,   including   prospectus   costs  for   prospective
shareholders, costs of responding to prospective shareholder inquiries, payments
to brokers and dealers for selling and assisting in the  distribution of Class C
shares, costs of advertising and promotion and any other expenses related to the
distribution  of the  Class C  shares.  Unreimbursed  expenditures  will  not be
carried over from year to year. The Funds may make payments to dealers and other
persons in an amount up to .75% per annum of the average value of Class C shares
owned  by  their  clients,  in  addition  to the .25%  account  maintenance  fee
described above.

For the fiscal  year ended June 30,  2000,  the  aggregate  distribution-related
expenditures of the Tax-Free Intermediate Term Fund ("ITF") and the Ohio Insured
Tax-Free  Fund  ("OIF")  under  the  Class  C Plan  were  $16,164  and  $18,335,
respectively. Amounts were spent as follows:

                                      ITF          OIF
Printing and mailing of
prospectuses and reports
to prospective shareholders           $331         $428

Payments to broker-dealers and
others for the sale or
retention of assets                  15,833      17,907
                                     ------      ------

                                    $16,164     $18,335
                                    =======     =======

GENERAL  INFORMATION -- Agreements  implementing the Plans (the  "Implementation
Agreements"), including agreements with dealers wherein such dealers agree for a
fee to act as agents for the sale of the Funds' shares,  are in writing and have
been approved by the Board of Trustees.  All payments made pursuant to the Plans
are made in accordance with written agreements.

The  continuance  of  the  Plans  and  the  Implementation  Agreements  must  be
specifically  approved  at  least  annually  by a vote of the  Trust's  Board of
Trustees  and by a vote of the Trustees  who are not  interested  persons of the
Trust and have no  direct or  indirect  financial  interest  in the Plans or any
Implementation  Agreement (the  "Independent  Trustees") at a meeting called for
the purpose of voting on such continuance.  A Plan may be terminated at any time
by a vote of a majority of the Independent  Trustees or by a vote of the holders
of a majority of the outstanding  shares of a Fund or the applicable  class of a
Fund.  In the event a Plan is  terminated  in  accordance  with its  terms,  the
affected  Fund (or class) will not be required to make any payments for expenses
incurred by Touchstone after the termination date. Each Implementation Agreement
terminates automatically in the event of its assignment and may be terminated at
any time by a vote of a majority of the Independent Trustees or by a vote of the
holders of a majority  of the  outstanding  shares of a Fund (or the  applicable
class)  on not more  than 60 days'  written  notice  to any  other  party to the
Implementation  Agreement.  The Plans may not be amended to increase  materially
the  amount to be spent  for  distribution  without  shareholder  approval.  All
material amendments to the Plans must be approved by a vote of the Trust's Board
of Trustees and by a vote of the Independent Trustees.
<PAGE>
In  approving  the Plans,  the  Trustees  determined,  in the  exercise of their
business judgment and in light of their fiduciary duties as Trustees, that there
is a  reasonable  likelihood  that the Plans  will  benefit  the Funds and their
shareholders.  The Board of Trustees  believes  that  expenditure  of the Funds'
assets for distribution  expenses under the Plans should assist in the growth of
the Funds which will benefit the Funds and their shareholders  through increased
economies  of  scale,   greater   investment   flexibility,   greater  portfolio
diversification and less chance of disruption of planned investment  strategies.
The Plans will be renewed only if the Trustees make a similar  determination for
each subsequent  year of the Plans.  There can be no assurance that the benefits
anticipated from the expenditure of the Funds' assets for  distribution  will be
realized. While the Plans are in effect, all amounts spent by the Funds pursuant
to the Plans and the  purposes  for which  such  expenditures  were made must be
reported  quarterly  to the  Board  of  Trustees  for its  review.  Distribution
expenses  attributable  to the sale of more  than one  class of shares of a Fund
will be allocated at least annually to each class of shares based upon the ratio
in which the sales of each class of shares  bears to the sales of all the shares
of such Fund. In addition,  the selection and  nomination of those  Trustees who
are not  interested  persons of the Trust are committed to the discretion of the
Independent Trustees during such period.

Robert H. Leshner and Jill T. McGruder,  as interested persons of the Trust, may
be deemed to have a  financial  interest in the  operation  of the Plans and the
Implementation Agreements.

SECURITIES TRANSACTIONS
-----------------------

Decisions to buy and sell securities for the Funds and the placing of the Funds'
securities transactions and negotiation of commission rates where applicable are
made by the  Sub-Advisor  and are subject to review by the Advisor and the Board
of Trustees of the Trust. In the purchase and sale of portfolio securities,  the
Sub-Advisor's  primary  objective will be to obtain the most favorable price and
execution for a Fund, taking into account such factors as the overall direct net
economic result to the Fund (including commissions,  which may not be the lowest
available  but  ordinarily  should not be higher than the  generally  prevailing
competitive  range),  the financial  strength and  stability of the broker,  the
efficiency  with which the transaction  will be effected,  the ability to effect
the  transaction at all where a large block is involved and the  availability of
the broker or dealer to stand ready to execute possibly  difficult  transactions
in the future.

<PAGE>
Generally, the Funds attempt to deal directly with the dealers who make a market
in the  securities  involved  unless  better  prices and execution are available
elsewhere.  Such dealers  usually act as  principals  for their own account.  On
occasion,  portfolio securities for the Funds may be purchased directly from the
issuer.  Because the portfolio securities of the Funds are generally traded on a
net basis and transactions in such securities do not normally involve  brokerage
commissions,  the cost of portfolio  securities  transactions  of the Funds will
consist  primarily of dealer or underwriter  spreads.  No brokerage  commissions
have been paid by the Funds during the last three fiscal years.

The  Sub-Advisor is  specifically  authorized to select brokers who also provide
brokerage  and research  services to the Funds and/or other  accounts over which
the  Sub-Advisor  exercises  investment  discretion  and to pay such  brokers  a
commission  in excess  of the  commission  another  broker  would  charge if the
Sub-Advisor  determines  in good  faith that the  commission  is  reasonable  in
relation to the value of the  brokerage  and  research  services  provided.  The
determination  may  be  viewed  in  terms  of a  particular  transaction  or the
Sub-Advisor's overall responsibilities with respect to the Funds and to accounts
over which it exercises investment discretion.

Research services include securities and economic analyses,  reports on issuers'
financial  conditions and future  business  prospects,  newsletters and opinions
relating to interest  trends,  general advice on the relative merits of possible
investment  securities for the Funds and  statistical  services and  information
with respect to the  availability  of  securities  or  purchasers  or sellers of
securities.   Although  this   information  is  useful  to  the  Funds  and  the
Sub-Advisor, it is not possible to place a dollar value on it. Research services
furnished by brokers through whom the Funds effect  securities  transactions may
be used by the  Sub-Advisor  in  servicing  all of its accounts and not all such
services may be used by the Sub-Advisor in connection with the Funds.

The Funds have no  obligation to deal with any broker or dealer in the execution
of  securities   transactions.   However,   the  Funds  may  effect   securities
transactions   which  are  executed  on  a  national   securities   exchange  or
transactions  in the  over-the-counter  market  conducted on an agency basis. No
Fund will effect any brokerage  transactions in its portfolio securities with an
affiliated  broker if such  transactions  would be unfair or unreasonable to its
shareholders.  Over-the-counter transactions will be placed either directly with
principal  market  makers  or with  broker-dealers.  Although  the  Funds do not
anticipate  any  ongoing  arrangements  with other  brokerage  firms,  brokerage
business  may be  transacted  from time to time  with  other  firms.  Affiliated
broker-dealers of the Trust will not receive reciprocal  brokerage business as a
result of the brokerage business transacted by the Funds with other brokers.

Consistent  with the conduct  rules of the National  Association  of  Securities
Dealers,  Inc.,  and such other policies as the Board of Trustees may determine,
the  Sub-Advisor  may  consider  sales of shares of the Trust as a factor in the
selection of broker-dealers to execute portfolio  transactions.  The Sub-Advisor
will make such  allocations  if  commissions  are comparable to those charged by
nonaffiliated, qualified broker-dealers for similar services.

In certain  instances  there may be securities  which are suitable for a Fund as
well as for the Sub-Advisor's other clients. Investment decisions for a Fund and
for the  Sub-Advisor's  other  clients are made with a view to  achieving  their
respective investment  objectives.  It may develop that a particular security is
bought or sold for only one client even though it might be held by, or bought or
sold for, other clients.  Likewise,  a particular security may be bought for one
or more clients when one or more  clients are selling that same  security.  Some
simultaneous transactions are inevitable when several clients receive investment
advice from the same investment advisor,  particularly when the same security is
suitable for the investment objectives of more than one client. When two or more
clients are simultaneously engaged in the purchase or sale of the same security,
the securities are allocated  among clients in a manner believed to be equitable
to  each.  It is  recognized  that  in  some  cases  this  system  could  have a
detrimental  effect on the price or volume of the  security  as far as a Fund is
concerned.  However, it is believed that the ability of a Fund to participate in
volume transactions will produce better executions for the Fund.
<PAGE>
CODE OF ETHICS.
--------------

The Trust, the Advisor,  the Sub-Advisor and Touchstone have each adopted a Code
of Ethics  under  Rule 17j-1 of the  Investment  Company  Act of 1940.  The Code
significantly  restricts  the  personal  investing  activities  of  all  access,
advisory  and  investment   personnel  of  the  Advisor,   the  Sub-Advisor  and
Touchstone,   and,  as  described  below,  imposes  additional,   more  onerous,
restrictions  on investment  personnel of the Advisor and the  Sub-Advisor.  The
Code requires that all investment  personnel of the Advisor and the  Sub-Advisor
preclear personal securities investments in initial public offerings and limited
offerings.  In addition,  no access or advisory  person may purchase or sell any
security (or equivalent) security if the employee has knowledge that it is being
purchased or sold at that time, or is being  considered for purchase or sale, by
a Fund except  under  certain  conditions.  Furthermore,  the Codes  provide for
trading "blackout periods" which prohibit trading by investment personnel of the
Advisor and the Sub-Advisor  within periods of trading by a Fund in the same (or
equivalent) security except under certain conditions. The Code of Ethics adopted
by the Trust,  Touchstone,  the Advisor and the  Sub-Advisor  are on public file
with, and are available from, the Securities and Exchange Commission.

PORTFOLIO TURNOVER
------------------

The  Sub-Advisor  intends to hold the  portfolio  securities of the Money Market
Funds to  maturity  and to limit  portfolio  turnover  to the  extent  possible.
Nevertheless,  changes  in  a  Fund's  portfolio  will  be  made  promptly  when
determined to be advisable by reason of developments not foreseen at the time of
the original investment decision, and usually without reference to the length of
time a security has been held.

The Tax-Free  Intermediate  Term Fund and the Ohio Insured  Tax-Free Fund do not
intend to purchase securities for short term trading; however, a security may be
sold in  anticipation  of a market  decline,  or purchased in  anticipation of a
market rise and later sold. Securities will be purchased and sold in response to
the Sub-Advisor's evaluation of an issuer's ability to meet its debt obligations
in the  future.  A security  may be sold and  another  purchased  when,  in0 the
opinion of the  Sub-Advisor,  a favorable  yield spread exists between  specific
issues or different market sectors.

A Fund's  portfolio  turnover  rate is  calculated  by  dividing  the  lesser of
purchases  or sales of portfolio  securities  for the fiscal year by the monthly
average of the value of the  portfolio  securities  owned by the Fund during the
fiscal year. High portfolio turnover involves  correspondingly greater brokerage
commissions  and other  transaction  costs,  which will be borne directly by the
Funds.  The Sub-Advisor  anticipates  that the portfolio  turnover rate for each
Fund normally will not exceed 100%. A 100% turnover rate would occur if all of a
Fund's portfolio securities were replaced once within a one year period.
<PAGE>
CALCULATION OF SHARE PRICE AND PUBLIC OFFERING PRICE
----------------------------------------------------

The share price (net asset value, "NAV") of the shares of the Money Market Funds
is  determined  as of 12:00 noon and 4:00 p.m.,  Eastern  time,  on each day the
Trust is open for business.  The share price (NAV) and the public offering price
(NAV plus applicable sales load) of the shares of the Tax-Free Intermediate Term
Fund and the Ohio Insured  Tax-Free  Fund are  determined as of the close of the
regular session of trading on the New York Stock Exchange  (currently 4:00 p.m.,
Eastern time), on each day the Trust is open for business. The Trust is open for
business on every day except Saturdays,  Sundays and 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. The Trust may also
be open for  business  on other days in which there is  sufficient  trading in a
Fund's  portfolio  securities that its NAV might be materially  affected.  For a
description  of the  methods  used to  determine  the share price and the public
offering price, see "Pricing of Fund Shares" in the Prospectus.

Pursuant to Rule 2a-7 of the  Investment  Company Act of 1940,  the Money Market
Funds value their  portfolio  securities on an amortized cost basis.  The use of
the  amortized  cost method of valuation  involves  valuing an instrument at its
cost and,  thereafter,  assuming  a constant  amortization  to  maturity  of any
discount or premium,  regardless of the impact of fluctuating  interest rates on
the  market  value  of the  instrument.  Under  the  amortized  cost  method  of
valuation, neither the amount of daily income nor the net asset value of a Money
Market Fund is affected by any unrealized  appreciation  or  depreciation of the
portfolio.  The Board of Trustees has determined in good faith that  utilization
of amortized cost is appropriate  and represents the fair value of the portfolio
securities of the Money Market Funds.

Pursuant  to Rule 2a-7,  each Money  Market  Fund  maintains  a  dollar-weighted
average portfolio maturity of 90 days or less,  purchases only securities having
remaining  maturities  of  thirteen  months or less and  invests  only in United
States  dollar-denominated  securities determined by the Board of Trustees to be
of high quality and to present  minimal credit risks. If a security ceases to be
an eligible  security,  or if the Board of Trustees  believes  such  security no
longer  presents  minimal  credit  risks,  the  Trustees  will cause the Fund to
dispose of the security as soon as possible.

The  maturity  of a floating  or variable  rate  instrument  subject to a demand
feature held by a Money Market Fund will be determined as follows, provided that
the  conditions  set forth below are met. The  maturity of a long-term  floating
rate  instrument  with a demand feature (or a  participation  interest in such a
floating  rate  instrument)  will be deemed to be the  period of time  remaining
until the principal amount owed can be recovered through demand. The maturity of
a short-term  floating rate instrument with a demand feature (or a participation
interest in such a floating rate  instrument) will be one day. The maturity of a
long-term  variable rate  instrument  with a demand feature (or a  participation
interest in such a variable rate  instrument) will be deemed to be the longer of
the period  remaining  until the next  readjustment  of the interest rate or the
period  remaining  until the  principal  amount  owed can be  recovered  through
demand.  The maturity of a short-term  variable  rate  instrument  with a demand
feature (or a participation interest in such a variable rate instrument) will be
deemed to be the earlier of the period remaining until the next  readjustment of
the interest rate or the period remaining until the principal amount owed can be
recovered through demand.
<PAGE>
The demand  feature of each such  instrument  must entitle a Fund to receive the
principal amount of the instrument plus accrued interest, if any, at the time of
exercise and must be exercisable either (1) at any time upon no more than thirty
days' notice or (2) at specified  intervals  not exceeding  thirteen  months and
upon no more than thirty  days'  notice.  Furthermore,  the maturity of any such
instrument  may only be determined as set forth above as long as the  instrument
continues  to receive a short-term  rating in one of the two highest  categories
from any two nationally recognized  statistical rating organizations  ("NRSROs")
(or from any one NRSRO if the  security  is rated by only that NRSRO) or, if not
rated, is determined to be of comparable  quality by the Sub-Advisor,  under the
direction  of the Board of  Trustees.  However,  an  instrument  having a demand
feature other than an "unconditional" demand feature must have both a short-term
and a long-term rating in one of the two highest  categories from any two NRSROs
(or from any one NRSRO if the  security  is rated by only that NRSRO) or, if not
rated, to have been determined to be of comparable  quality by the  Sub-Advisor,
under the direction of the Board of Trustees. An "unconditional"  demand feature
is one that by its terms would be readily  exercisable in the event of a default
on the underlying instrument.

The Board of Trustees has established  procedures designed to stabilize,  to the
extent  reasonably  possible,  the price per share of the Money  Market Funds as
computed  for  the  purpose  of  sales  and  redemptions  at $1 per  share.  The
procedures  include  review of each  Fund's  portfolio  holdings by the Board of
Trustees  to  determine  whether a Fund's net asset  value  calculated  by using
available market  quotations  deviates more than one-half of one percent from $1
per share and, if so, whether such deviation may result in material  dilution or
is otherwise unfair to existing shareholders. In the event the Board of Trustees
determines that such a deviation  exists,  it will take corrective  action as it
regards  necessary and appropriate,  including the sale of portfolio  securities
prior to  maturity  to realize  capital  gains or losses or to  shorten  average
portfolio maturities;  withholding dividends;  redemptions of shares in kind; or
establishing a net asset value per share by using available  market  quotations.
The Board of Trustees has also  established  procedures  designed to ensure that
each Fund complies with the quality requirements of Rule 2a-7.

While the amortized cost method provides  certainty in valuation,  it may result
in periods during which the value of an  instrument,  as determined by amortized
cost,  is higher or lower than the price a Money Market Fund would receive if it
sold the instrument. During periods of declining interest rates, the daily yield
on shares of a Money  Market Fund may tend to be higher than a like  computation
made by a fund with identical  investments utilizing a method of valuation based
upon  market  prices and  estimates  of market  prices for all of its  portfolio
securities.  Thus, if the use of amortized  cost by a Money Market Fund resulted
in a lower aggregate portfolio value on a particular day, a prospective investor
in the Fund would be able to obtain a somewhat  higher  yield than would  result
from investment in a fund utilizing solely market values and existing  investors
would receive less  investment  income.  The converse would apply in a period of
rising interest rates.
<PAGE>
Tax-exempt  portfolio  securities are valued for the Tax-Free  Intermediate Term
Fund  and the Ohio  Insured  Tax-Free  Fund by an  outside  independent  pricing
service  approved by the Board of  Trustees.  The service  generally  utilizes a
computerized  grid matrix of tax-exempt  securities and evaluations by its staff
to determine what it believes is the fair value of the portfolio securities. The
Board of  Trustees  believes  that timely and  reliable  market  quotations  are
generally not readily available to the Funds for purposes of valuing  tax-exempt
securities and that  valuations  supplied by the pricing service are more likely
to approximate the fair value of the tax-exempt securities.

If, in the Sub-Advisor's  opinion, the valuation provided by the pricing service
ignores  certain  market  conditions  affecting  the  value of a  security,  the
Sub-Advisor  will use (consistent  with  procedures  established by the Board of
Trustees)  such  other  valuation  as it  considers  to  represent  fair  value.
Valuations,  market quotations and market  equivalents  provided to the Tax-Free
Intermediate  Term Fund and the Ohio Insured  Tax-Free Fund by pricing  services
will only be used when such use and the methods  employed  have been approved by
the  Board  of  Trustees.   Valuations  provided  by  pricing  services  or  the
Sub-Advisor  may be determined  without  exclusive  reliance on matrixes and may
take into consideration  appropriate factors such as bid prices,  quoted prices,
institution-size trading in similar groups of securities, yield, quality, coupon
rates, maturity, type of issue, trading characteristics and other market data.

Because it is difficult to evaluate the  likelihood of exercise or the potential
benefit of a put attached to an  obligation,  it is expected that such puts will
be  determined  to have a value of zero,  regardless  of  whether  any direct or
indirect consideration was paid.

The Board of Trustees has adopted the policy for the Tax-Free  Intermediate Term
Fund and the Ohio Insured Tax-Free Fund which may be changed without shareholder
approval,  that the  maturity  of  fixed  rate or  floating  and  variable  rate
instruments with demand features will be determined as follows.  The maturity of
each such fixed rate or floating rate instrument will be deemed to be the period
of time  remaining  until the  principal  amount owed can be  recovered  through
demand.  The maturity of each such variable rate instrument will be deemed to be
the longer of the period  remaining until the next  readjustment of the interest
rate or the period  remaining  until the principal  amount owed can be recovered
through demand.

Taxable securities,  if any, held by the Tax-Free Intermediate Term Fund and the
Ohio Insured Tax-Free Fund for which market quotations are readily available are
valued at their most recent bid prices as obtained from one or more of the major
market  makers for such  securities.  Securities  (and other  assets)  for which
market  quotations  are not readily  available are valued at their fair value as
determined  in good faith in accordance  with  consistently  applied  procedures
established by and under the general supervision of the Board of Trustees.
<PAGE>
CHOOSING A SHARE CLASS
----------------------

The  Tax-Free  Intermediate  Term Fund and the Ohio Insured  Tax-Free  Fund each
offer Class A and Class C shares.  Each class represents an interest in the same
portfolio of investments and has the same rights, but differs primarily in sales
loads and distribution expense amounts. Shares of the Tax-Free Intermediate Term
Fund purchased  before  February 1, 1994 are Class A shares.  Shares of the Ohio
Insured  Tax-Free  Fund  purchased  before  November 1, 1993 are Class A shares.
Before choosing a class, you should consider the following  factors,  as well as
any other relevant facts and circumstances:

The  decision as to which class of shares is more  beneficial  to you depends on
the amount of your  investment,  the intended  length of your investment and the
quality and scope of the value-added services provided by financial advisors who
may work with a  particular  sales  load  structure  as  compensation  for their
services. If you qualify for reduced sales loads or, in the case of purchases of
$1  million  or  more,  no  initial  sales  load,  you may  find  Class A shares
attractive  because  similar sales load reductions are not available for Class C
shares.  Moreover,  Class A shares are subject to lower  ongoing  expenses  than
Class C shares  over  the term of the  investment.  As an  alternative,  Class C
shares are sold with a lower initial sales load so more of the purchase price is
immediately invested in a Fund. If you do not plan to hold your shares in a Fund
for a long time (less than 4 1/4 years),  it may be better to  purchase  Class C
shares so that more of your purchase is invested directly in the Fund,  although
you will pay higher distribution fees. If you plan to hold your shares in a Fund
for more than 4 1/4 years,  it may be better to purchase  Class A shares,  since
after 4 1/4 years your accumulated  distribution fees may be more than the sales
load paid on your purchase.

When determining which class of shares to purchase, you may want to consider the
services  provided by your financial  advisor and the  compensation  provided to
these  financial  advisors  under each share class.  Touchstone  works with many
experienced and very qualified  financial  advisors  throughout the country that
may  provide  valuable  assistance  to  you  through  ongoing  education,  asset
allocation programs,  personalized  financial planning reviews or other services
vital to your  long-term  success.  Touchstone  believes that these  value-added
services can greatly  benefit you through market cycles and will work diligently
with your chosen financial advisor.
<PAGE>
Set forth below is a chart  comparing the sales loads and 12b-1 fees  applicable
to each class of shares:

CLASS         SALES LOAD                                              12b-1 FEE
-------------------------------------------------------------------------------
A            Maximum of 4.75% initial sales load reduced for               0.25%
             purchases of $50,000 and over; shares sold
             without an initial sales load may be subject to a 1.00%
             contingent  deferred  sales  load  during  first  year  if a
             commission was paid to a dealer

C            1.25% initial sales load; 1.00% contingent                    1.00%
             deferred sales load during first year
-------------------------------------------------------------------------------
If you are investing $1 million or more, it is generally more beneficial for you
to buy Class A shares  because  there is no front-end  sales load and the annual
expenses are lower.

       Class A Shares

Class A shares  are sold at NAV  plus an  initial  sales  load.  In some  cases,
reduced initial sales loads for the purchase of Class A shares may be available,
as described below. Investments of $1 million or more are not subject to a sales
load at the time of purchase but may be subject to a contingent  deferred  sales
load of 1.00% on  redemptions  made within 1 year after purchase if a commission
was paid by Touchstone to a participating  unaffiliated  dealer.  Class A shares
are also subject to an annual 12b-1  distribution  fee of up to .25% of a Fund's
average daily net assets allocable to Class A shares.

The  following  table  illustrates  the initial sales load  breakpoints  for the
purchase of Class A shares of the Tax-Free  Intermediate  Term Fund and the Ohio
Insured Tax-Free Fund for accounts opened after July 31, 1999:

                                     Percentage     Which         Dealer
                                     of Offering    Equals this   Reallowance
                                     Price Deducted Percentage    as Percentage
                                     for Sales      of Your Net   of Offering
Amount of Investment                 Load           Investment    Price
--------------------                 ----           ----------    -----
Less than $50,000                    4.75%          4.99%        4.00%
$50,000 but less than $100,000       4.50           4.72         3.75
$100,000 but less than $250,000      3.50           3.63         2.75
$250,000 but less than $500,000      2.95           3.04         2.25
$500,000 but less than $1,000,000    2.25           2.31         1.75
$1,000,000 or more                   None           None

The  following  table  illustrates  the initial sales load  breakpoints  for the
purchase of Class A shares of the Ohio Insured Tax-Free Fund for accounts opened
before August 1, 1999:
<PAGE>
                                     Percentage     Which          Dealer
                                     of Offering    Equals this    Reallowance
                                     Price Deducted Percentage     as Percentage
                                     for Sales      of Your Net    of Offering
Amount of Investment                 Load           Investment     Price
--------------------                 ----           ----------     -----
Less than $100,000                   4.00%           4.17%         3.60%
$100,000 but less than $250,000      3.50            3.63          3.30
$250,000 but less than $500,000      2.50            2.56          2.30
$500,000 but less than $1,000,000    2.00            2.04          1.80
$1,000,000 or more                   None            None

  The following  table  illustrates  the initial sales load  breakpoints for the
  purchase of Class A shares of the Tax-Free Intermediate Term Fund for accounts
  opened before August 1, 1999 and after January 31, 1995:
<TABLE>
                                         Percentage           Which            Dealer
                                         of Offering          Equals this      Reallowance
                                         Price Deducted       Percentage       as Percentage
                                         for Sales            of Your Net      of Offering
Amount of Investment                     Load                 Investment       Price
--------------------                     ----                 ----------       -----
Less than $100,000                       1.80%                2.00%            2.04%
$100,000 but less than $250,000          1.35%                1.50%            1.52%
$250,000 but less than $500,000           .90%                1.00             1.01%
$500,000 but less than $1,000,000        0.65%                0.75%            0.76%
$1,000,000 or more                                             None            None

The following  table  illustrates  the initial sales load  breakpoints for the
purchase of Class A shares of the Tax-Free Intermediate Term Fund for accounts
opened before February 1, 1995:

<S>                                      <C>                  <C>              <C>
                                         Percentage           Which            Dealer
                                         of Offering          Equals this      Reallowance
                                         Price Deducted       Percentage       as Percentage
                                         for Sales            of Your Net      of Offering
Amount of Investment                     Load                 Investment       Price
--------------------                     ----                 ----------       -----
Less than $500,000                       1.00%                 1.00%           1.01%
$500,000 but less than $1,000,000        0.76                  0.76%           0.75%
$1,000,000 or more                                            None             None
</TABLE>
Under certain circumstances, Touchstone may increase or decrease the reallowance
to  selected  dealers.  In  addition  to  the  compensation  otherwise  paid  to
securities dealers,  Touchstone may from time to time pay from its own resources
additional  cash bonuses or other  incentives to selected  dealers in connection
with the sale of  shares  of the  Funds.  On some  occasions,  such  bonuses  or
incentives may be conditioned upon the sale of a specified minimum dollar amount
of the shares of a Fund  and/or  other funds in the  Touchstone  Family of Funds
during a  specific  period of time.  Such  bonuses  or  incentives  may  include
financial  assistance  to  dealers  in  connection  with  conferences,  sales or
training  programs for their  employees,  seminars for the public,  advertising,
sales campaigns and other dealer-sponsored programs or events.
<PAGE>
For  initial  purchases  of Class A shares of $1 million or more and  subsequent
purchases further increasing the size of the account, participating unaffiliated
dealers will receive first year  compensation  of up to 1.00% of such  purchases
from  Touchstone.  In determining a dealer's  eligibility  for such  commission,
purchases  of Class A shares  of the  Funds may be  aggregated  with  concurrent
purchases  of Class A shares of other funds in the  Touchstone  Family of Funds.
Dealers should contact Touchstone for more information on the calculation of the
dealer's commission in the case of combined purchases.

An  exchange  from other  Touchstone  Funds will not  qualify for payment of the
dealer's commission unless the exchange is from a Touchstone Fund with assets as
to which a dealer's  commission or similar payment has not been previously paid.
No commission  will be paid if the purchase  represents  the  reinvestment  of a
redemption  from a Fund made during the previous  twelve months.  Redemptions of
Class A shares may result in the imposition of a contingent  deferred sales load
if the dealer's  commission  described in this  paragraph was paid in connection
with the  purchase  of such  shares.  See  "Contingent  Deferred  Sales Load for
Certain Purchases of Class A Shares" below.

REDUCED SALES LOAD. You may use the Right of Accumulation to combine the cost or
current  NAV  (whichever  is  higher)  of your  existing  Class A shares  of any
Touchstone Fund sold with a sales load with the amount of any current  purchases
in order to take  advantage  of the reduced  sales loads set forth in the tables
above.  Purchases made in any Touchstone  load fund under a Letter of Intent may
also be eligible for the reduced  sales loads.  The minimum  initial  investment
under a Letter of Intent is $10,000.  You should  contact the transfer agent for
information about the Right of Accumulation and Letter of Intent.

CONTINGENT  DEFERRED  SALES  LOAD FOR  CERTAIN  PURCHASES  OF CLASS A SHARES.  A
contingent  deferred  sales load is imposed upon certain  redemptions of Class A
shares of the Funds (or shares  into which such Class A shares  were  exchanged)
purchased  at NAV in  amounts  totaling  $1  million  or more,  if the  dealer's
commission  described  above was paid by Touchstone  and the shares are redeemed
within one year from the date of purchase.  The  contingent  deferred sales load
will be paid to Touchstone and will be equal to the commission  percentage  paid
at the time of  purchase  as applied to the lesser of (1) the NAV at the time of
purchase of the Class A shares  being  redeemed,  or (2) the NAV of such Class A
shares at the time of redemption.  If a purchase of Class A shares is subject to
the contingent deferred sales load, you will be notified on the confirmation you
receive for your purchase.  Redemptions of such Class A shares of the Funds held
for at least one year will not be subject to the contingent deferred sales load.

         CLASS C SHARES

Class C shares are sold with an initial sales load of 1.25% and are subject to a
contingent  deferred  sales load of 1.00% on  redemptions of Class C shares made
within one year of their purchase.  The contingent deferred sales load will be a
percentage  of the dollar  amount of shares  redeemed and will be assessed on an
amount equal to the lesser of (1) the NAV at the time of purchase of the Class C
shares being redeemed,  or (2) the NAV of such Class C shares being redeemed.  A
contingent  deferred sales load will not be imposed upon  redemptions of Class C
shares held for at least one year. Class C shares are subject to an annual 12b-1
fee of up to 1.00% of a Fund's  average  daily net assets  allocable  to Class C
shares.  Touchstone  intends to pay a commission of 2.00% of the purchase amount
to your broker at the time you purchase Class C shares.
<PAGE>
ADDITIONAL  INFORMATION  ON THE  CONTINGENT  DEFERRED SALES LOAD. The contingent
deferred sales load is waived for any partial or complete  redemption  following
death or disability  (as defined in the Internal  Revenue Code) of a shareholder
(including one who owns the shares with his or her spouse as a joint tenant with
rights of  survivorship)  from an account in which the  deceased  or disabled is
named.  Touchstone  may  require  documentation  prior to  waiver  of the  load,
including death certificates, physicians' certificates, etc.

All sales loads imposed on redemptions  are paid to  Touchstone.  In determining
whether the contingent deferred sales load is payable, it is assumed that shares
not  subject  to the  contingent  deferred  sales  load are the  first  redeemed
followed by other  shares held for the longest  period of time.  The  contingent
deferred  sales load will not be imposed  upon  shares  representing  reinvested
dividends or capital gains  distributions,  or upon amounts  representing  share
appreciation.

The following  example will illustrate the operation of the contingent  deferred
sales load. Assume that you open an account and purchase 1,000 shares at $10 per
share and that six months later the NAV per share is $12 and,  during such time,
you have acquired 50 additional shares through reinvestment of distributions. If
at such time you should redeem 450 shares  (proceeds of $5,400),  50 shares will
not be subject to the load because of dividend reinvestment. With respect to the
remaining  400 shares,  the load is applied only to the original cost of $10 per
share and not to the  increase  in net asset  value of $2 per share.  Therefore,
$4,000 of the $5,400  redemption  proceeds will be charged the load. At the rate
of 1.00%,  the  contingent  deferred  sales  load would be $40.  In  determining
whether an amount is available for redemption without incurring a deferred sales
load,  the  purchase  payments  made for all Class C shares in your  account are
aggregated.

OTHER PURCHASE INFORMATION

Additional  information  with  respect to certain  types of purchases of Class A
shares of the Tax-Free Intermediate Term Fund and the Ohio Insured Tax-Free Fund
is set forth below.

AGGREGATION.  Sales  charge  discounts  are  available  for  certain  aggregated
investments. Investments which may be aggregated include those made by you, your
spouse and your  children  under the age of 21, if all  parties  are  purchasing
shares  for  their own  accounts.  Individual  purchases  by  trustees  or other
fiduciaries  may also be  aggregated  if the  investments  are: (1) for a single
trust  estate or  fiduciary  account;  or (2) for a common  trust  fund or other
pooled  account not  specifically  formed for the purpose of  accumulating  Fund
shares.  Purchases made for nominee or street name accounts  (securities held in
the name of a dealer or another nominee such as a bank trust department  instead
of the customer) may not be  aggregated  with those made for other  accounts and
may not be  aggregated  with  other  nominee  or  street  name  accounts  unless
otherwise qualified as described above.
<PAGE>
CONCURRENT PURCHASES.  To qualify for a reduced sales charge, you may combine
concurrent purchases of shares of two or more Funds (other than a money market
fund).  For example,  if you concurrently  invest $25,000 in one Fund and
$25,000 in another Fund, the sales charge would be reduced to reflect a $50,000
purchase.

RIGHT OF ACCUMULATION.  A purchaser of shares of a Fund has the right to combine
the cost or current net asset value (whichever is higher) of his existing shares
of the load funds  distributed  by  Touchstone  with the  amount of his  current
purchases in order to take advantage of the reduced sales loads set forth in the
table in the  Prospectus.  The  purchaser or his dealer must notify the Transfer
Agent that an investment  qualifies  for a reduced sales load.  The reduced load
will be granted upon  confirmation of the  purchaser's  holdings by the Transfer
Agent.  A purchaser  includes an individual  and his immediate  family  members,
purchasing shares for his or their own account;  or a trustee or other fiduciary
purchasing  shares  for a  single  fiduciary  account  although  more  than  one
beneficiary  is  involved;  or  employees of a common  employer,  provided  that
economies of scale are realized  through  remittances  from a single  source and
quarterly  confirmation of such purchases;  or an organized group, provided that
the purchases are made through a central administration,  or a single dealer, or
by other  means  which  result  in  economy  of sales  effort  or  expense  (the
"Purchaser").

LETTER  OF  INTENT.  The  reduced  sales  loads  set  forth in the  table in the
Prospectus  may also be  available  to any  Purchaser  of  shares  of a Fund who
submits a Letter of Intent to the  Transfer  Agent.  The  Letter  must  state an
intention to invest within a thirteen month period in any load fund  distributed
by Touchstone a specified amount which, if made at one time, would qualify for a
reduced  sales load. A Letter of Intent may be submitted  with a purchase at the
beginning  of the  thirteen  month  period  or within  ninety  days of the first
purchase  under the  Letter of  Intent.  Upon  acceptance  of this  Letter,  the
Purchaser becomes eligible for the reduced sales load applicable to the level of
investment  covered  by such  Letter  of  Intent as if the  entire  amount  were
invested in a single transaction.

The Letter of Intent is not a binding  obligation  on the Purchaser to purchase,
or the Trust to sell, the full amount indicated.  During the term of a Letter of
Intent,  shares representing 5% of the intended purchase will be held in escrow.
These shares will be released upon the completion of the intended investment. If
the Letter of Intent is not  completed  during the thirteen  month  period,  the
applicable  sales load will be adjusted by the  redemption of sufficient  shares
held in escrow,  depending upon the amount actually purchased during the period.
The minimum initial investment under a Letter of Intent is $10,000.

A ninety-day  backdating  period can be used to include earlier purchases at the
Purchaser's  cost  (without  a  retroactive  downward  adjustment  of the  sales
charge).  The  thirteen  month  period would then begin on the date of the first
purchase during the ninety-day period. No retroactive adjustment will be made if
purchases exceed the amount indicated in the Letter of Intent.  The Purchaser or
his dealer  must  notify the  Transfer  Agent that an  investment  is being made
pursuant to an executed Letter of Intent.


<PAGE>


WAIVER OF SALES CHARGE.  Sales charges do not apply to shares of the Funds
purchased:

1.       By registered  representatives  or other employees (and their immediate
         family   members)   of   broker/dealers,   banks  or  other   financial
         institutions having agreements with Touchstone.
2.       By any director,  officer or other employee (and their immediate family
         members) of The Western and Southern Life  Insurance  Company or any of
         its  affiliates  or any  portfolio  advisor or service  provider to the
         Trust.
3.       By clients of an investment advisor or financial planner who has made
         appropriate arrangements with the Trust or Touchstone.
4.       In accounts as to which a broker-dealer charges an asset management
         fee, provided the broker-dealer has an agreement with Touchstone.
5.       As part of certain promotional programs established by the Fund and/or
         Touchstone.
6.       By one or more  members  of a group  of  persons  engaged  in a  common
         business,  profession,  civic or charitable  endeavor or other activity
         and retirees and immediate family members of such persons pursuant to a
         marketing program between Touchstone and such group.
7.       By banks, bank trust departments, savings and loan associations and
         federal and state credit unions.
8.       Through Processing Organizations described in the Prospectus.
9.       Using the proceeds of a redemption from an unaffiliated mutual fund
         (see below).

Immediate family members are defined as the spouse, parents,  siblings,  natural
or  adopted   children,   mother-in-law,   father-in-law,   brother-in-law   and
sister-in-law of a director,  officer or employee. The term "employee" is deemed
to include current and retired employees.

Exemptions  must be qualified in advance by Touchstone.  Your financial  advisor
should call Touchstone for more information.

REINVESTMENT OF PROCEEDS FROM OTHER MUTUAL FUNDS. You may purchase shares of the
Funds at NAV when the payment for your  investment  represents the proceeds from
the  redemption  of shares of any other mutual fund which has a front-end  sales
load and is not distributed by Touchstone. Your investment will qualify for this
provision if the purchase price of the shares of the other fund included a sales
load and the  redemption  occurred  within 1 year of the purchase of such shares
and no more than 60 days prior to your  purchase of shares of a Fund.  To make a
purchase  at  NAV  under  this  arrangement,  you  must  submit  a  copy  of the
confirmations  (or similar  evidence)  showing the  purchase and  redemption  of
shares of the other fund.  Your  payment may be made with the  redemption  check
from the other mutual fund,  endorsed to the order of the  Touchstone  Family of
Funds.  The  redemption  of shares of the other fund is, for federal  income tax
purposes, a sale on which you may realize a gain or loss.

OTHER INFORMATION. The Trust does not impose a front-end sales load or imposes a
reduced sales load in connection  with  purchases of shares of a Fund made under
the  reinvestment  privilege,  purchases  through  exchanges and other purchases
which  qualify  for a  reduced  sales  load as  described  herein  because  such
purchases require minimal sales effort by Touchstone.  Purchases made at NAV may
be made for  investment  only,  and the shares may not be resold except  through
redemption by or on behalf of the Trust.
<PAGE>
TAXES
-----

The Prospectus  describes  generally the tax treatment of  distributions  by the
Funds.  This  section  of  the  Statement  of  Additional  Information  includes
additional information concerning federal and state taxes.

Each Fund has  qualified  and  intends to qualify  annually  for the special tax
treatment  afforded a "regulated  investment  company" under Subchapter M of the
Internal  Revenue  Code so that it does  not pay  federal  taxes on  income  and
capital gains  distributed  to  shareholders.  To so qualify a Fund must,  among
other  things,  (i) derive at least 90% of its gross income in each taxable year
from dividends,  interest, payments with respect to securities loans, gains from
the sale or other  disposition  of stock,  securities  or foreign  currency,  or
certain other income  (including but not limited to gains from options,  futures
and forward  contracts)  derived  with  respect to its  business of investing in
stock, securities or currencies;  and (ii) diversify its holdings so that at the
end of each quarter of its taxable year the  following two  conditions  are met:
(a) at least 50% of the value of the Fund's total assets is represented by cash,
U.S. Government  securities,  securities of other regulated investment companies
and other  securities (for this purpose such other  securities will qualify only
if the  Fund's  investment  is limited in respect to any issuer to an amount not
greater  than  5% of  the  Fund's  assets  and  10% of  the  outstanding  voting
securities  of such issuer) and (b) not more than 25% of the value of the Fund's
assets is invested in securities  of any one issuer (other than U.S.  Government
securities or securities of other regulated investment companies).

Each Fund intends to invest in sufficient obligations so that it will qualify to
pay, for federal income tax purposes, "exempt-interest dividends" (as defined in
the Internal Revenue Code) to shareholders.  A Fund's dividends payable from net
tax-exempt   interest  earned  from  tax-exempt   obligations  will  qualify  as
exempt-interest  dividends  for federal  income tax purposes if, at the close of
each quarter of the taxable  year of the Fund,  at least 50% of the value of its
total assets consists of tax-exempt  obligations.  The percentage of income that
is exempt from federal  income taxes is applied  uniformly to all  distributions
made during  each  calendar  year.  This  percentage  may differ from the actual
tax-exempt percentage during any particular month.

Interest on "specified private activity bonds," as defined by the Tax Reform Act
of  1986,  is an item of tax  preference  possibly  subject  to the  alternative
minimum  tax  (at  the  rate  of  26%  to  28%  for   individuals  and  20%  for
corporations).  The Funds may invest in such "specified  private activity bonds"
subject to the requirement that each Fund invest its assets so that at least 80%
of its annual  income will be exempt from  federal  income  tax,  including  the
alternative  minimum  tax.  The  Tax  Reform  Act of  1986  also  created  a tax
preference for corporations equal to one-half of the excess of adjusted net book
income  over  alternative  minimum  taxable  income.  As a result,  one-half  of
tax-exempt  interest  income received from the Funds may be a tax preference for
corporate investors.
<PAGE>
Each Fund intends to invest primarily in obligations with interest income exempt
from federal income taxes.  To the extent  possible,  the Ohio Insured  Tax-Free
Fund and the Ohio Tax-Free Money Fund intend to invest  primarily in obligations
the income from which is exempt from Ohio  personal  income tax, the  California
Tax-Free Money Fund intends to invest  primarily in obligations  the income from
which is exempt from California  income tax and the Florida  Tax-Free Money Fund
intends to invest primarily in obligations the value of which is exempt from the
Florida  intangible  personal  property tax.  Distributions  from net investment
income and net realized capital gains, including exempt-interest  dividends, may
be subject to state taxes in other states.

Under the Internal Revenue Code, interest on indebtedness  incurred or continued
to purchase  or carry  shares of  investment  companies  paying  exempt-interest
dividends, such as the Funds, will not be deductible by the investor for federal
income tax purposes.  Shareholders  should  consult their tax advisors as to the
application of these provisions.

Shareholders receiving Social Security benefits may be subject to federal income
tax (and perhaps state personal  income tax) on a portion of those benefits as a
result of  receiving  tax-exempt  income  (including  exempt-interest  dividends
distributed by the Funds). In general,  the tax will apply to such benefits only
in cases where the recipient's provisional income,  consisting of adjusted gross
income,  tax-exempt  interest  income and 50% of any Social  Security  benefits,
exceeds  a  base  amount  ($25,000  for  single   individuals  and  $32,000  for
individuals  filing a joint return).  In such cases,  the tax will be imposed on
the lesser of 50% of the recipient's  Social Security  benefits or the excess of
provisional  income over the base amount.  A second tier of inclusion  rules for
high-income  social  security  recipients has been added for tax years beginning
after 1993. These new rules apply to taxpayers who have provisional  income over
$44,000 (married filing jointly) or $34,000 (single).  For these taxpayers,  the
amount of benefit subject to tax is the lesser of (1) 85% of the social security
benefit received or (2) 85% of the excess of the taxpayer's  provisional  income
over $44,000  (married filing  jointly) or $34,000  (single) plus the smaller of
(a) $6,000 (married filing jointly) or $4,500 (single) or (b) the amount taxable
under the 50% inclusion rules described  above.  Shareholders  receiving  Social
Security benefits may wish to consult their tax advisors.

All or a portion of the sales load incurred in purchasing Class A shares of each
of the Tax-Free  Intermediate  Term Fund and the Ohio Insured Tax-Free Fund will
not be  included  in the  federal tax basis of any of such shares sold within 90
days of their  purchase  (for the purpose of  determining  gain or loss upon the
sale of such shares) if the sales  proceeds are  reinvested in any other fund of
the Touchstone  Family of Funds and a sales load that would  otherwise  apply to
the  reinvestment  is reduced or  eliminated  because  the sales  proceeds  were
reinvested in a Touchstone  fund. The portion of the sales load so excluded from
the tax basis of the  shares  sold will equal the amount by which the sales load
that would otherwise be applicable upon the reinvestment is reduced. Any portion
of such sales load  excluded from the tax basis of the shares sold will be added
to the tax basis of the shares acquired in the reinvestment.
<PAGE>

A Fund's  net  realized  capital  gains  from  securities  transactions  will be
distributed  only  after  reducing  such  gains by the  amount of any  available
capital loss carryforwards.  Capital losses may be carried forward to offset any
capital gains for eight years, after which any undeducted capital loss remaining
is lost as a deduction. As of June 30, 2000, the Funds had the following capital
loss carryforwards for federal income tax purposes.

                                            Amount       Expires June 30

Tax-Free Money Fund                    $        409            2003
                                                564            2004
                                              2,865            2008

California Tax-Free Money Fund         $        447            2007

Ohio Tax-Free Money Fund               $         90            2004
                                              2,952            2008

Florida Tax-Free Money Fund            $      4,527            2007
                                              6,777            2008

Tax-Free Intermediate Term Fund        $    313,244            2004

Ohio Insured Tax-Free Fund             $     35,418            2008


A federal excise tax at the rate of 4% will be imposed on the excess, if any, of
a Fund's "required distribution" over actual distributions in any calendar year.
Generally,  the "required  distribution"  is 98% of a Fund's ordinary income for
the calendar  year plus 98% of its net capital gains  recognized  during the one
year period ending on October 31 of the calendar year plus undistributed amounts
from prior years.  The Funds intend to make  distributions  sufficient  to avoid
imposition of the excise tax.

The Trust is required to withhold and remit to the U.S. Treasury a portion (31%)
of dividend  income on any account  unless the  shareholder  provides a taxpayer
identification  number and  certifies  that such  number is correct and that the
shareholder is not subject to backup withholding.

REDEMPTION IN KIND
------------------

Under  unusual  circumstances,  when the Board of Trustees  deems it in the best
interests  of a  Fund's  shareholders,  the Fund may  make  payment  for  shares
repurchased  or redeemed in whole or in part in  securities of the Fund taken at
current value.  If any such  redemption in kind is to be made, each Fund intends
to make an election  pursuant to Rule 18f-1 under the Investment  Company Act of
1940. This election will require the Funds to redeem shares solely in cash up to
the lesser of  $250,000  or 1% of the net asset value of each Fund during any 90
day period for any one  shareholder.  Should payment be made in securities,  the
redeeming  shareholder  will generally  incur brokerage costs in converting such
securities  to  cash.  Portfolio  securities  which  are  issued  in an  in-kind
redemption will be readily marketable.
<PAGE>
HISTORICAL PERFORMANCE INFORMATION
----------------------------------

Yield quotations on investments in the Money Market Funds are provided on both a
current and an effective  (compounded)  basis.  Current yields are calculated by
determining  the net change in the value of a  hypothetical  account for a seven
calendar  day  period  (base  period)  with a  beginning  balance  of one share,
dividing  by the value of the  account at the  beginning  of the base  period to
obtain the base period  return,  multiplying  the result by (365/7) and carrying
the resulting  yield figure to the nearest  hundredth of one percent.  Effective
yields reflect daily compounding and are calculated as follows:  Effective yield
= (base  period  return + 1)365/7 - 1. For  purposes of these  calculations,  no
effect is given to realized  or  unrealized  gains or losses  (the Money  Market
Funds do not normally recognize  unrealized gains and losses under the amortized
cost valuation  method).  The Tax-Free Money Fund's current and effective yields
for the seven days ended June 30, 2000 were 3.87% and 3.94%,  respectively.  The
Ohio Tax-Free Money Fund's current and effective yields for the seven days ended
June 30, 2000 were 3.85% and 3.92%,  respectively,  for Class A shares and 4.10%
and 4.18%,  respectively,  for Class B shares.  The  California  Tax-Free  Money
Fund's current and effective  yields for the seven days ended June 30, 2000 were
3.62% and 3.69%,  respectively.  The Florida  Tax-Free  Money Fund's current and
effective yields for the seven days ended June 30, 2000 were 3.61% and 3.67%.

The Money  Market  Funds may also quote a  tax-equivalent  current or  effective
yield,  computed by dividing that portion of a Fund's current or effective yield
which is tax-exempt by one minus a stated income tax rate and adding the product
to that  portion,  if any,  of the yield  that is not  tax-exempt.  Based on the
highest marginal federal income tax rate for individuals  (39.6%),  the Tax-Free
Money  Fund's  tax-equivalent  current and  effective  yields for the seven days
ended June 30,  2000 were 6.41% and 6.52%,  respectively.  Based on the  highest
combined marginal federal and Ohio income tax rate for individuals (44.13%), the
Ohio Tax-Free Money Fund's  tax-equivalent  current and effective yields for the
seven days ended June 30, 2000 were 6.89% and 7.02%,  respectively,  for Class A
shares  and  7.34% and  7.48%,  respectively,  for Class B shares.  Based on the
highest combined marginal federal and California income tax rate for individuals
(45.22%),  the  California  Tax-Free  Money  Fund's  tax-equivalent  current and
effective  yields for the seven  days ended June 30,  2000 were 6.61% and 6.74%,
respectively.  Based  on the  highest  marginal  federal  income  tax  rate  for
individuals  (39.6%), the Florida Tax-Free Money Fund's  tax-equivalent  current
and  effective  yields for the seven  days  ended  June 30,  2000 were 3.61% and
3.67%.

From time to time,  the  Tax-Free  Intermediate  Term Fund and the Ohio  Insured
Tax-Free Fund may advertise  average  annual total return.  Average annual total
return  quotations  will be computed by finding  the average  annual  compounded
rates of return  over 1, 5 and 10 year  periods  that would  equate the  initial
amount  invested to the ending  redeemable  value,  according  to the  following
formula:
<PAGE>
P (1 + T)n = ERV

Where:
P =                   a hypothetical initial payment of $1,000
T =                   average annual total return
n =                   number of years
ERV =                 ending redeemable value of a hypothetical $1,000
                      payment  made  at the  beginning  of the 1, 5 and 10  year
                      periods  at the  end of the 1, 5 or 10  year  periods  (or
                      fractional portion thereof)

The  calculation of average annual total return assumes the  reinvestment of all
dividends and  distributions.  The calculation also assumes the deduction of the
current maximum sales load from the initial $1,000 payment. If a Fund (or class)
has been in existence  less than one,  five or ten years,  the time period since
the date of the initial public  offering of shares will be  substituted  for the
periods  stated.  The average annual total returns of the Tax-Free  Intermediate
Term Fund and the Ohio Insured Tax-Free Fund for the periods ended June 30, 2000
are as follows:

Tax-Free Intermediate Term Fund (Class A)
1 year                                                         -2.13%
5 years                                                         3.21%
10 years                                                        5.06%

Tax-Free Intermediate Term Fund (Class C)
1 year                                                          0.61%
5 years                                                         3.25%
Since inception (February 1, 1994)                              2.88%

Ohio Insured Tax-Free Fund (Class A)
1 year                                                         -2.27%
5 years                                                         3.73%
10 years                                                        5.71%

Ohio Insured Tax-Free Fund (Class C)
1 year                                                          0.48%
5 years                                                         3.74%
Since inception (November 1, 1993)                              3.25%

The Tax-Free  Intermediate Term Fund and the Ohio Insured Tax-Free Fund may also
advertise  total  return (a  "nonstandardized  quotation")  which is  calculated
differently  from average annual total return.  A  nonstandardized  quotation of
total return may be a cumulative  return which measures the percentage change in
the value of an account  between the beginning and end of a period,  assuming no
activity in the account other than  reinvestment  of dividends and capital gains
distributions.  This  computation  does not include the effect of the applicable
front-end or contingent  deferred  sales load which,  if included,  would reduce
total return.  The total returns of the Tax-Free  Intermediate Term Fund and the
Ohio Insured Tax-Free Fund as calculated in this manner for each of the last ten
fiscal years (or since inception) are as follows:
<PAGE>

<TABLE>
<S>                   <C>                <C>              <C>             <C>
                                                           Ohio            Ohio
                      Tax-Free           Tax-Free          Insured         Insured
                      Intermediate       Intermediate      Tax-Free        Tax-Free
                      Term Fund          Term Fund         Fund            Fund
Period Ended          Class A            Class C           Class A         Class C
                      -------            -------           -------         -------
June 30, 1991             7.38%                              7.98%
June 30, 1992             8.78%                             11.55%
June 30, 1993            10.75%                             12.24%
June 30, 1994             1.70%          -3.40%(1)          -0.41%         -4.01%(2)
June 30, 1995             6.36%            5.82%             7.75%           7.31%
June 30, 1996             4.51%            4.00%             5.05%           4.44%
June 30, 1997             6.19%            5.49%             7.36%           6.65%
June 30, 1998             5.63%            4.85%             7.03%           6.24%
June 30, 1999             2.07%            1.40%             1.81%           1.05%
June 30, 2000             2.75%            1.88%             2.60%           1.75%

(1)      From date of initial public offering on February 1, 1994.
(2)      From date of initial public offering on November 1, 1993.
</TABLE>
A nonstandardized quotation may also indicate average annual compounded rates of
return without  including the effect of the  applicable  front-end or contingent
deferred  sales load or over  periods  other than those  specified  for  average
annual total return.  The average annual  compounded rates of return for Class A
shares of the Tax-Free Intermediate Term Fund and the Ohio Insured Tax-Free Fund
(excluding sales loads) for the periods ended June 30, 2000 are as follows:

TAX-FREE INTERMEDIATE TERM FUND (CLASS A)
1 Year                                                 2.75%
3 Years                                                3.47%
5 Years                                                4.22%
10 Years                                               5.57%
Since inception (September 10, 1981)                   5.98%

OHIO INSURED TAX-FREE FUND (CLASS A)
1 Year                                                 2.60%
3 Years                                                3.79%
5 Years                                                4.75%
10 Years                                               6.22%
Since inception (April 1, 1985)                        7.22%

A  nonstandardized  quotation of total return will always be  accompanied by the
Fund's average annual total return as described above.
<PAGE>
From time to time,  the  Tax-Free  Intermediate  Term Fund and the Ohio  Insured
Tax-Free  Fund may  advertise  their  yield and  tax-equivalent  yield.  A yield
quotation is based on a 30-day (or one month) period and is computed by dividing
the net  investment  income per share  earned  during the period by the  maximum
offering  price  per  share  on the  last day of the  period,  according  to the
following formula:

Yield = 2[(a-b)/cd + 1)6 - 1]

Where:
a =       dividends and interest earned during the period
b =       expenses accrued for the period (net of reimbursements)
c =       the average daily number of shares outstanding during the
             period that were entitled to receive dividends
d =       the maximum offering price per share on the last day of the
            period

Generally, interest earned (for the purpose of "a" above) on debt obligations is
computed by reference to the yield to maturity of each  obligation held based on
the market value of the obligation  (including  actual accrued  interest) at the
close of business on the last  business day prior to the start of the 30-day (or
one month)  period for which  yield is being  calculated,  or,  with  respect to
obligations  purchased during the month, the purchase price (plus actual accrued
interest). The yields of Class A and Class C shares of the Tax-Free Intermediate
Term Fund for June 2000 were 4.20% and 3.62%, respectively.  The yields of Class
A and Class C shares of the Ohio Insured  Tax-Free Fund for June 2000 were 4.81%
and 4.25%,  respectively.  Tax-equivalent  yield is computed  by  dividing  that
portion of a Fund's yield which is  tax-exempt  by one minus a stated income tax
rate and adding the product to that portion, if any, of the Fund's yield that is
not  tax-exempt.  Based on the  highest  marginal  federal  income  tax rate for
individuals (39.6%), the tax-equivalent  yields of Class A and Class C shares of
the Tax-Free  Intermediate  Term Fund for June 2000 were 6.95% and 5.99%,
respectively. Based on the highest combined marginal federal and Ohio income tax
rate for individuals (44.13%), the tax-equivalent yields of Class A and Class C
shares of the Ohio Insured Tax-Free Fund for June 2000 were 8.61% and 7.61%,
respectively.

The performance  quotations described above are based on historical earnings and
are not intended to indicate future  performance.  Yield quotations are computed
separately  for Class A and Class B shares of the Ohio Tax-Free  Money Fund. The
yield of Class B shares  is  expected  to be  higher  than the  yield of Class A
shares due to the  distribution  fees imposed on Class A shares.  Average annual
total return and yield are computed separately for Class A and Class C shares of
the Tax-Free  Intermediate  Term Fund and the Ohio Insured  Tax-Free  Fund.  The
yield of Class A shares  is  expected  to be  higher  than the  yield of Class C
shares due to the higher distribution fees imposed on Class C shares.

To help  investors  better  evaluate how an  investment  in a Fund might satisfy
their  investment  objective,  advertisements  regarding  each Fund may  discuss
various measures of Fund  performance,  including  current  performance  ratings
and/or rankings  appearing in financial  magazines,  newspapers and publications
which track mutual fund performance. Advertisements may also compare performance
to  performance  as reported by other  investments,  indices and averages.  When
advertising  current  ratings  or  rankings,  the  Funds  may use the  following
publications or indices to discuss or compare Fund performance:
<PAGE>
IBC's Money Fund Report  provides a  comparative  analysis  of  performance  for
various  categories of money market funds.  The Tax-Free  Money Fund may compare
performance   rankings  with  money  market  funds  appearing  in  the  Tax-Free
Stockbroker & General  Purpose Funds  category.  In addition,  the Ohio Tax-Free
Money Fund,  the California  Tax-Free Money Fund and the Florida  Tax-Free Money
Fund may compare  performance  rankings with money market funds appearing in the
Tax-Free State Specific Stockbroker & General Purpose Funds categories.

Lipper Fixed Income Fund Performance  Analysis measures total return and average
current  yield for the mutual fund  industry  and ranks  individual  mutual fund
performance   over  specified  time  periods   assuming   reinvestment   of  all
distributions,  exclusive  of sales loads.  The Tax-Free  Money Fund may provide
comparative  performance  information  appearing in the Tax-Exempt  Money Market
Funds category, the Ohio Tax-Free Money Fund may provide comparative performance
information  appearing in the Ohio Tax-Exempt  Money Market Funds category,  the
California Tax-Free Money Fund may provide comparative  performance  information
appearing in the  California  Tax-Exempt  Money  Market  Funds  category and the
Florida  Tax-Free  Money Fund may provide  comparative  performance  information
appearing  in the Other States  Tax-Exempt  Money  Market  Funds  category.  The
Tax-Free Intermediate Term Fund may provide comparative  performance information
appearing in the Intermediate  (5-10 year) Municipal Debt Funds category and the
Ohio  Insured  Tax-Free  Fund may provide  comparative  performance  information
appearing in the Ohio Municipal Debt Funds category.

In assessing such  comparisons  of  performance an investor  should keep in mind
that the composition of the investments in the reported  indices and averages is
not  identical  to the  Funds'  portfolios,  that  the  averages  are  generally
unmanaged and that the items included in the  calculations  of such averages may
not  be  identical  to  the  formula  used  by  the  Funds  to  calculate  their
performance. In addition, there can be no assurance that the Funds will continue
this performance as compared to such other averages.
<PAGE>
PRINCIPAL SECURITY HOLDERS

As of  October  6,  2000,  the  following  shareholders  held  over  5%  of  the
outstanding shares of a Fund (or class):
<TABLE>
<S>                                   <C>                                  <C>
------------------------------------- ------------------------------------ -----------------
                                                                           % of Fund
Fund                                  Shareholder                          (or Class)
------------------------------------- ------------------------------------ -----------------
------------------------------------- ------------------------------------ -----------------
Tax-Free Money Fund                   Edward A. Striker                    5.64%
                                      Carol A. Striker
                                      9711 Bennington  Drive
                                      Cincinnati, OH 45241
------------------------------------- ------------------------------------ -----------------
------------------------------------- ------------------------------------ -----------------
Tax-Free Money Fund                   Bear Stearns & Co. FBO               9.47%
                                      An Account
                                      1 Metrotech Center North
                                      Brooklyn, NY 11201
------------------------------------- ------------------------------------ -----------------


<PAGE>



------------------------------------- ------------------------------------ -----------------
Tax-Free Money Fund                   David Tondow, Jr.                    5.33%
                                      Margaret L. Tondow
                                      2937 Alpine Terrace
                                      Cincinnati, OH  45208-3407
------------------------------------- ------------------------------------ -----------------
------------------------------------- ------------------------------------ -----------------
Tax-Free Intermediate Term Fund -     Merrill Lynch, Pierce, Fenner &      6.11%
Class A                               Smith Incorporated For the Sole
                                      Benefit of its Customers
                                      4800 Deer Lake Dr. East
                                      Jacksonville, FL 32246

------------------------------------- ------------------------------------ -----------------
------------------------------------- ------------------------------------ -----------------
Tax-Free Intermediate Term Fund -     Donaldson Lufkin & Jenrette          8.71%
Class C                               Securities Corporation
                                      P.O. Box 2052
                                      Jersey City, NJ 07303
------------------------------------- ------------------------------------ -----------------
------------------------------------- ------------------------------------ -----------------
Tax-Free Intermediate Term Fund -     Joyce Yates                          6.46%
Class C                               400 S. Lower Schooner Rd.
                                      Nashville, IN 47448
------------------------------------- ------------------------------------ -----------------
------------------------------------- ------------------------------------ -----------------
Tax-Free Intermediate Term Fund -     Janice R. Kirlin                     5.97%
Class C                               12049  Cooperwood
                                      Cincinnati, OH 45242
------------------------------------- ------------------------------------ -----------------
------------------------------------- ------------------------------------ -----------------
Ohio Insured Tax-Free Fund - Class C  PaineWebber for the Benefit of       7.47%
                                      Leland F. Brubaker Trustee
                                      4229 Westleton Ct.
                                      Columbus, OH  43221
------------------------------------- ------------------------------------ -----------------
------------------------------------- ------------------------------------ -----------------
Ohio Insured Tax-Free Fund - Class C  Fiserve Securities Inc.              7.16%
                                      Attn: Mutual  Funds
                                      2005 Market Street
                                      Philadelphia, PA  19103
------------------------------------- ------------------------------------ -----------------
------------------------------------- ------------------------------------ -----------------
Ohio Insured Tax-Free Fund - Class C  Donaldson Lufkin & Jenrette          10.65%
                                      Securities Corporation
                                      P.O. Box 2052
                                      Jersey City, NJ 07303
------------------------------------- ------------------------------------ -----------------
------------------------------------- ------------------------------------ -----------------
Ohio Insured Tax-Free Fund Class C    Jeffrey R. Sloat                     5.28%
                                      Nancy E. Sloat
                                      7091 Old Mill Road
                                      Chesterland, OH 44026

------------------------------------- ------------------------------------ -----------------
------------------------------------- ------------------------------------ -----------------
Ohio Tax-Free Money Fund -Class A     Fiserve Securities Inc.*             47.50%
                                      2005 Market Street
                                      Philadelphia, PA 19103
------------------------------------- ------------------------------------ -----------------
------------------------------------- ------------------------------------ -----------------
Ohio Tax-Free Money Fund - Class B    Fifth Third Bank Trust*              87.20%
                                      38 Fountain Square Plaza
                                      Cincinnati, OH 45202
------------------------------------- ------------------------------------ -----------------
------------------------------------- ------------------------------------ -----------------
California Tax-Free Money Fund        Bear Stearns & Co. FBO               6.24%
                                      An Account
                                      1 Metrotech Center North
                                      Brooklyn, NY 11201
------------------------------------- ------------------------------------ -----------------
------------------------------------- ------------------------------------ -----------------
California Tax-Free Money Fund        Bear Stearns & Co. FBO               7.72%
                                      An Account
                                      1 Metrotech Center North
                                      Brooklyn, NY 11201
------------------------------------- ------------------------------------ -----------------



<PAGE>



------------------------------------- ------------------------------------ -----------------
California Tax-Free Money Fund        Bear Stearns & Co. FBO               5.34%
                                      An Account
                                      1 Metrotech Center North
                                      Brooklyn, NY 11201-3859
------------------------------------- ------------------------------------ -----------------
------------------------------------- ------------------------------------ -----------------
Florida Tax-Free Money Fund           Fifth Third Bank Trust*              50.44%
                                      38 Fountain Square Plaza
                                      Cincinnati, OH 45263
------------------------------------- ------------------------------------ -----------------
------------------------------------- ------------------------------------ -----------------
Florida Tax-Free Money Fund           Joseph H. Kanter                     9.59%
                                      9792 Windisch Road
                                      West Chester, OH 45069
------------------------------------- ------------------------------------ -----------------

* May be deemed to control the Fund (or class) due to record ownership of 25% or
more of the outstanding shares as of October 6, 2000.
</TABLE>
As of October 6, 2000,  the  Trustees and officers of the Trust as a group owned
of record and beneficially  less than 1% of the outstanding  shares of the Trust
and of each Fund (or class).

CUSTODIAN
----------

The Fifth Third Bank,  38 Fountain  Square  Plaza,  Cincinnati,  Ohio,  has been
retained to act as Custodian for  investments  of the Tax-Free  Money Fund,  the
Tax-Free  Intermediate  Term Fund,  the Ohio  Insured  Tax-Free  Fund,  the Ohio
Tax-Free Money Fund and the California Tax-Free Money Fund. The Fifth Third Bank
acts as each Fund's depository, safekeeps its portfolio securities, collects all
income and other payments with respect  thereto,  disburses  funds as instructed
and maintains records in connection with its duties. As compensation,  The Fifth
Third Bank  receives  from each Fund a base fee at the  annual  rate of .005% of
average  net assets  (subject  to a minimum  annual fee of $1,500 per Fund and a
maximum  fee of $5,000  per Fund) plus  transaction  charges  for each  security
transaction of the Funds.

The Huntington Trust Company,  N.A., 41 South High Street,  Columbus,  Ohio, has
been retained to act as Custodian for investments of the Florida  Tax-Free Money
Fund.  The  Huntington  Trust  Company,  N.A.  acts  as the  Fund's  depository,
safekeeps its portfolio securities,  collects all income and other payments with
respect  thereto,  disburses  funds  as  instructed  and  maintains  records  in
connection  with its duties.  As  compensation,  The  Huntington  Trust  Company
receives a fee at the annual rate of .026% of the Fund's average net assets.

INDEPENDENT AUDITORS
--------------------
The firm of Ernst & Young LLP, 250 East Fifth Street, Cincinnati, Ohio, has been
selected as  independent  auditors for the Trust for the fiscal year ending June
30,  2001.  Ernst & Young  performs  an annual  audit of the  Trust's  financial
statements  and advises the Funds on certain  accounting  matters.  Prior to the
fiscal year ending June 30, 2000 another  accounting  firm served as independent
auditors of the Trust.
<PAGE>
TRANSFER AGENT
--------------
The Trust's transfer agent,  Integrated Fund Services,  Inc. ("IFS"),  maintains
the  records of each  shareholder's  account,  answers  shareholders'  inquiries
concerning  their  accounts,  processes  purchases and redemptions of the Funds'
shares,  acts as dividend and  distribution  disbursing agent and performs other
shareholder  service  functions.  IFS  is  an  affiliate  of  the  Advisor,  the
Sub-Advisor and Touchstone by reason of common  ownership.  IFS receives for its
services  as transfer  agent a fee payable  monthly at an annual rate of $25 per
account from each of the Money Market Funds and $21 per account from each of the
Tax-Free  Intermediate  Term Fund and the Ohio Insured Tax-Free Fund,  provided,
however,  that the minimum fee is $1,000 per month for each class of shares of a
Fund.  In addition,  the Funds pay  out-of-pocket  expenses,  including  but not
limited to, postage,  envelopes,  checks, drafts, forms, reports, record storage
and communication lines.

IFS also provides  accounting and pricing services to the Trust. For calculating
daily net asset  value per share and  maintaining  such books and records as are
necessary  to enable IFS to perform its duties,  the  Tax-Free  Money Fund,  the
California  Tax-Free Money Fund and the Florida Tax-Free Money Fund each pay IFS
a fee in accordance with the following schedule:

              Asset Size of Fund                                 Monthly Fee

              $0 - $50,000,000                                   $2,500
              $50,000,000 - $100,000,000                         $3,000
              $100,000,000 - $200,000,000                        $3,500
              $200,000,000 - $300,000,000                        $4,000
              Over $300,000,000                                  $5,000*

The Tax-Free Intermediate Term Fund, the Ohio Insured Tax-Free Fund and the Ohio
Tax-Free  Money  Fund  each  pay  IFS a fee in  accordance  with  the  following
schedule:

              Asset Size of Fund                                 Monthly Fee

              $0 - $50,000,000                                   $3,500
              $50,000,000 - $100,000,000                         $4,000
              $100,000,000 - $200,000,000                        $4,500
              $200,000,000 - $300,000,000                        $5,000
              Over $300,000,000                                  $6,000

* Subject to an additional fee of .001% of average daily net assets in excess of
$300 million.

In addition, each Fund pays all costs of external pricing services.

IFS is retained by the Advisor to assist the Advisor in providing administrative
services to the Funds.  In this capacity,  IFS supplies  non-investment  related
statistical  and research  data,  internal  regulatory  compliance  services and
executive and  administrative  services.  IFS supervises the  preparation of tax
returns,  reports to shareholders of the Funds,  reports to and filings with the
Securities  and  Exchange  Commission  and  state  securities  commissions,  and
materials for meetings of the Board of Trustees.  For the  performance  of these
administrative  services,  IFS receives a fee from the  Advisor.  The Advisor is
solely responsible for the payment of these  administrative fees to IFS, and IFS
has agreed to seek payment of such fees solely from the Advisor.
<PAGE>
TAX EQUIVALENT YIELD TABLES
---------------------------
The tax equivalent yield tables illustrate approximately the yield an individual
investor must earn on taxable investments to equal a tax-exempt yield in various
income tax brackets.

TAX-FREE MONEY FUND, TAX-FREE  INTERMEDIATE TERM FUND AND FLORIDA TAX-FREE MONEY
FUND TABLE. The table on the following page shows the approximate taxable yields
for individuals that are equivalent to tax-exempt  yields under marginal federal
2000 income tax rates. No adjustments have been made for state or local taxes.

OHIO INSURED  TAX-FREE FUND AND OHIO TAX-FREE MONEY FUND TABLE. The table on the
following page shows the  approximate  taxable yields for  individuals  that are
equivalent to tax-exempt  yields under combined  marginal  federal and Ohio 2000
income  tax  rates.  Where more than one state  bracket  falls  within a federal
bracket,  the  highest  state tax  bracket  has been  combined  with the federal
bracket.  The combined marginal state and federal tax brackets shown reflect the
fact that state  income tax payments are  currently  deductible  for federal tax
purposes.

CALIFORNIA  TAX-FREE MONEY FUND TABLE. The table on the following page shows the
approximate  taxable  yields for  individuals  that are equivalent to tax-exempt
yields under combined  marginal  federal and  California  2000 income tax rates.
Where more than one state  bracket falls within a federal  bracket,  the highest
state tax  bracket has been  combined  with the federal  bracket.  The  combined
marginal state and federal tax brackets shown reflect the fact that state income
tax payments are currently deductible for federal tax purposes.

For federal  income tax  purposes,  the total  amount  otherwise  allowable as a
deduction for personal  exemptions in computing  taxable income is reduced by 2%
for each $2,500 (or  fraction of that amount) by which the  taxpayer's  adjusted
gross income exceeds  $124,500  (single return) or $186,800  (joint return).  In
addition,  the total  amount  otherwise  allowable  as  itemized  deductions  in
computing  taxable income is reduced by 3% of the amount by which the taxpayer's
adjusted gross income exceeds $124,500. The tax equivalent yield tables have not
been adjusted to reflect the impact of these adjustments to taxable income.


<PAGE>


TAX-FREE MONEY FUND, TAX-FREE INTERMEDIATE TERM FUND
AND FLORIDA TAX-FREE MONEY FUND
                                         Tax-Exempt Yield

                  3.0%      3.5%     4.0%     4.5%      5.0%    5.5%
Federal
Tax Bracket*                      Tax Equivalent Yield

15%               3.53%    4.12%    4.71%    5.29%     5.88%     6.47
28%               4.17      4.86     5.56     6.25       6.94     7.64
31%               4.35      5.07     5.80     6.52       7.25     7.97
36%               4.69      5.47     6.25     7.03       7.81     8.59
39.6%             4.97      5.79     6.62     7.45       8.28     9.11

OHIO INSURED TAX-FREE FUND
OHIO TAX-FREE MONEY FUND
                                         Tax-Exempt Yield

Combined
Ohio and          3.0%      3.5%     4.0%      4.5%      5.0%     5.5%
Federal
Tax Bracket*                             Tax Equivalent Yield

18.788%          3.69%      4.31%    4.93%      5.54%    6.16%    6.77
31.745%          4.40       5.13     5.86      6.59      7.33     8.06
35.761%          4.67       5.45     6.23      7.01      7.78     8.56
40.800%          5.07       5.91     6.76      7.60      8.45     9.29
44.130%          5.37       6.26     7.16      8.05      8.95     9.84

CALIFORNIA TAX-FREE MONEY FUND
                                         Tax-Exempt Yield

Combined
California and      3.0%    3.5%    4.0%      4.5%      5.0%     5.5%
Federal

Tax Bracket*                             Tax Equivalent Yield

20.100%            3.75%    4.38%    5.01%    5.63%     6.26%    6.88
34.696%           4.59      5.36     6.13     6.89      7.66     8.42
37.417%           4.79      5.59     6.39     7.19      7.99     8.79
41.952%           5.17      6.03     6.89     7.75      8.61     9.47
45.217%           5.48      6.39     7.30     8.21      9.13    10.04

*Tax Brackets                                          Combined    Combined
-------------                                          Ohio and    California
                                          Federal      Federal     and Federal
Single              Joint                 Tax          Tax         Tax
Return              Return                Bracket      Bracket     Bracket
-------             ------                -------      -------     -------

Not over $26,250    Not Over $43,850       15%         18.788%     20.100%
$26,250-$63,550     $43,850-$105,950       28%         31.745%     34.696%
$63,550-$132,600    $105,950-$161,450      31%         35.761%     37.417%
$132,600-$288,350   $161,450-$288,350      36%         40.800%     41.952%
Over $288,350       Over $288,350          39.6%       44.130%     45.217%





<PAGE>


ANNUAL REPORT
-------------

The financial statements as of June 30, 2000 appear in the Trust's annual report
which is attached to this Statement of Additional Information.








            Tax-Free Money Fund

 California Tax-Free Money Fund

       Ohio Tax-Free Money Fund

    Florida Tax-Free Money Fund

Tax-Free Intermediate Term Fund

     Ohio Insured Tax-Free Fund







<PAGE>




MANAGEMENT DISCUSSION AND ANALYSIS
================================================================================

OVERVIEW

The past year proved to be one of superlatives for the economy.  Growth remained
impressive with the current expansion marking its ninth anniversary.  Strong job
growth,  rising incomes and a continuation of the bull market in stocks provided
the  impetus  for rising  consumption.  The housing  market  experienced  record
growth, and with consumer  confidence at historically high levels,  retail sales
were robust.  Commodity prices, most notably oil, and wages began to move higher
prompting  concern  that  inflation  would be on the rise.  The  combination  of
accelerating  economic growth and heightened inflation fears forced the Fed into
action.  The Fed began  tapping  the brakes at the end of the second  quarter of
1999,  and over the course of the next twelve months raised the fed funds rate a
total of 1.75% bringing it to 6.50%.

Interest  rates rose and the Treasury  curve  "flattened" in response to tighter
monetary  policy.  In February 2000 the Treasury  announced that the issuance of
long-term  Treasury  debt would be reduced  and that it would  begin to buy back
Treasury debt further reducing  outstanding  supply.  The combination of the Fed
raising  interest rates and the Treasury  buyback program caused an inversion of
the yield  curve  with  short-term  Treasuries  yielding  more than  longer-term
issues.  Strong demand for Treasuries caused other sectors of the bond market to
perform  poorly as yield  spreads  in these  sectors  widened  out  relative  to
Treasury  securities.  Municipals were negatively impacted as well and long term
municipal bonds were soon trading at yields nearly equal to comparable  maturity
Treasury  securities.  Limited new issue supply and attractive yields,  however,
caused  investors  to step up their  demand  for  municipal  bonds  helping  the
municipal  sector to perform quite well during the first and second  quarters of
2000.

TAX-FREE INTERMEDIATE TERM FUND

The  Tax-Free  Intermediate  Term Fund seeks high  current  income  exempt  from
federal  income tax,  consistent  with the  protection of capital,  by investing
primarily in high-grade  municipal  obligations  maturing within twenty years or
less with a dollar-weighted  average portfolio  maturity under normal conditions
of between three and ten years. To the extent consistent with the Fund's primary
objective,  capital appreciation is a secondary  objective.  For the fiscal year
ended  June 30,  2000,  the  Fund's  total  returns  (excluding  the  impact  of
applicable  sales  loads)  were  2.75% and 1.88% for Class A and Class C shares,
respectively.  The Lehman  Brothers  5-Year  Municipal  G.O. Bond Index returned
3.66% during the same period.

Our  objective  in  managing  the  Tax-Free  Intermediate  Term Fund  remains to
maximize the tax-free yield while minimizing share price volatility. In pursuing
this  strategy we  typically  invest in premium  bonds which we can often buy at
attractive  prices  compared to current coupon  issues.  Thus we can buy issues,
which provide us with better yield,  and also cushion the Fund if interest rates
should  increase.  For the year ended June 30, 2000, the Fund  outperformed  its
Lipper  peers,  which  were up 2.50%,  and  performed  comparable  to the Lehman
Brothers  Index  when  the  operating  expenses  of  the  Fund  are  taken  into
consideration. During the second quarter of the year, strong investor demand for
intermediate bonds helped this sector outperform the longer-term sector. We used
strength in the  municipal  market  during the period to sell lower rated issues
and reinvested  proceeds into higher quality issues that we believe will perform
better as we move  forward.  The  municipal  market  remains  a very  attractive
investment  for  individuals  looking to  diversify  their  portfolios  and earn
tax-free income.  The new issue supply in the market should continue to be lower
than what has been  experienced in recent years, and this should help municipals
perform well relative to other bond market sectors.


<PAGE>

MANAGEMENT DISCUSSION AND ANALYSIS
================================================================================

OHIO INSURED TAX-FREE FUND

The Ohio Insured Tax-Free Fund seeks the highest level of interest income exempt
from  federal  income tax and Ohio  personal  income  tax,  consistent  with the
protection of capital.  The Fund invests  primarily in high and  medium-quality,
long-term   Ohio  municipal   obligations   which  are  protected  by  insurance
guaranteeing  the payment of  principal  and interest in the event of a default.
For the fiscal year ended June 30, 2000, the Fund's total returns (excluding the
impact of  applicable  sales loads) were 2.60% and 1.75% for Class A and Class C
shares,  respectively.  The Lehman  Brothers  15-Year  Municipal G.O. Bond Index
returned 3.99% during the same period.

For the year ended June 30, 2000,  the Ohio Tax-Free  Insured Fund  outperformed
its Lipper peer group,  which was up 1.04%, by a significant margin and slightly
underperformed  the Lehman  Brothers  15-year  municipal  G.O.  Bond Index after
factoring in the associated  expenses of the Fund. Over the course of the fiscal
year  we  initiated  several  swaps  in the  portfolio  to  improve  performance
characteristics.  More  specifically,  we sold issues with shorter call features
and bought new issues  with longer call  protection.  Additionally,  we executed
several  tax swaps.  This  involves  selling and buying  similar  bonds so as to
realize a loss without materially changing the portfolio. The losses can then be
used to offset future potential gains allowing us to be more tax efficient.  For
new  purchases in the Fund,  we will  continue to focus on issues in the 20-year
maturity range offering call  protection of at least ten years. We believe these
issues provide the best  combination of yield and total return.  The outlook for
the municipal market remains favorable. Limited new issue supply should continue
to help municipal bonds perform well relative to other bond market sectors,  and
longer  maturity  municipals  to trade at very  attractive  levels  compared  to
Treasuries.


<PAGE>

MANAGEMENT DISCUSSION AND ANALYSIS
================================================================================

             COMPARISON OF THE CHANGE IN VALUE SINCE JUNE 30, 1990
   OF A $10,000 INVESTMENT IN THE TAX-FREE INTERMEDIATE TERM FUND - CLASS A*
            AND THE LEHMAN BROTHERS 5-YEAR MUNICIPAL G.O. BOND INDEX

                               [GRAPHIC OMITTED]

                                                         6/00
                                                         ----
TAX-FREE INTERMEDIATE TERM FUND - CLASS A              $16,386
LEHMAN BROTHERS 5-YEAR MUNICIPAL G.O. BOND INDEX       $18,198

Past performance is not predictive of future performance.

--------------------------------------------------------
            Tax-Free Intermediate Term Fund
              Average Annual Total Returns
          1 Year   5 Years   10 Years   Since Inception*
CLASS A   -2.13%    3.21%      5.06%         5.71%
CLASS C    0.61%    3.25%        --          2.88%
--------------------------------------------------------

* The chart above represents performance of Class A shares only, which will vary
from the performance of Class C shares based on the difference in loads and fees
paid by shareholders in the different classes.  Fund inception was September 10,
1981, and the initial public offering of Class C shares commenced on February 1,
1994.

             COMPARISON OF THE CHANGE IN VALUE SINCE JUNE 30, 1990
      OF A $10,000 INVESTMENT IN THE OHIO INSURED TAX-FREE FUND - CLASS A*
           AND THE LEHMAN BROTHERS 15-YEAR MUNICIPAL G.O. BOND INDEX

                               [GRAPHIC OMITTED]

                                                         6/00
                                                         ----
OHIO INSURED TAX-FREE FUND - CLASS A                   $17,423
LEHMAN BROTHERS 15-YEAR MUNICIPAL G.O. BOND INDEX      $20,782

Past performance is not predictive of future performance.

--------------------------------------------------------
              Ohio Insured Tax-Free Fund
             Average Annual Total Returns
          1 Year   5 Years   10 Years   Since Inception*
Class A   -2.27%    3.73%      5.71%         6.88%
Class C    0.48%    3.74%        --          3.25%
--------------------------------------------------------

* The chart above represents performance of Class A shares only, which will vary
from the performance of Class C shares based on the difference in loads and fees
paid by shareholders in the different classes. Fund inception was April 1, 1985,
and the initial public offering of Class C shares commenced on November 1, 1993.


<PAGE>

STATEMENTS OF ASSETS AND LIABILITIES
JUNE 30, 2000
================================================================================
                                                                      California
                                                     Tax-Free          Tax-Free
(000's)                                             Money Fund        Money Fund
--------------------------------------------------------------------------------

ASSETS
Investment securities:
    At acquisition cost ....................        $   25,151       $   66,489
                                                    ============================
    At amortized cost ......................        $   25,132       $   66,411
                                                    ============================
    At market value (Note 2) ...............        $   25,132       $   66,411
Cash .......................................                23              308
Interest receivable ........................               252              567
Other assets ...............................                10                2
                                                    ----------------------------
TOTAL ASSETS ...............................            25,417           67,288
                                                    ----------------------------

LIABILITIES
Dividends payable ..........................                 1                3
Payable to affiliates (Note 4) .............                14               50
Payable for securities purchased ...........               200            4,315
Other accrued expenses and liabilities .....                 8               20
                                                    ----------------------------
TOTAL LIABILITIES ..........................               223            4,388
                                                    ----------------------------

NET ASSETS .................................        $   25,194       $   62,900
                                                    ============================

NET ASSETS CONSIST OF:
Paid-in capital ............................        $   25,197       $   62,900
Accumulated net realized losses from security
  transactions .............................                (3)            --
                                                    ----------------------------
NET ASSETS .................................        $   25,194       $   62,900
                                                    ============================
Shares of beneficial interest outstanding
  (unlimited number of shares authorized,
  no par value) (Note 5) ...................            25,208           62,900
                                                    ============================
Net asset value, offering price and redemption
  price per share (Note 2) .................        $     1.00       $     1.00
                                                    ============================

See accompanying notes to financial statements.


<PAGE>

STATEMENTS OF ASSETS AND LIABILITIES
JUNE 30, 2000
================================================================================
                                                       OHIO            FLORIDA
                                                     TAX-FREE          TAX-FREE
(000'S)                                             MONEY FUND        MONEY FUND
--------------------------------------------------------------------------------

ASSETS
Investment securities:
    At acquisition cost ....................        $  345,254       $   18,109
                                                    ============================
    At amortized cost ......................        $  345,159       $   18,077
                                                    ============================
    At market value (Note 2) ...............        $  345,159       $   18,077
Cash .......................................              --                 72
Interest receivable ........................             3,567              165
Other assets ...............................                12                3
                                                    ----------------------------
TOTAL ASSETS ...............................           348,738           18,317
                                                    ----------------------------

LIABILITIES
Bank overdraft .............................               590               --
Dividends payable ..........................               469               54
Payable to affiliates (Note 4) .............               192                9
Other accrued expenses and liabilities .....                37               10
                                                    ----------------------------
TOTAL LIABILITIES ..........................             1,288               73
                                                    ----------------------------

NET ASSETS .................................        $  347,450       $   18,244
                                                    ============================

NET ASSETS CONSIST OF:
Paid-in capital ............................        $  347,452       $   18,257
Accumulated net realized losses from security
  transactions .............................                (2)             (13)
                                                    ----------------------------
NET ASSETS .................................        $  347,450       $   18,244
                                                    ============================

PRICING OF RETAIL SHARES
Net assets applicable to Retail shares .....        $  214,561       $   18,244
                                                    ============================
Shares of beneficial interest outstanding
  (unlimited number of shares authorized,
  no par value) (Note 5) ...................           214,557           18,257
                                                    ============================
Net asset value, offering price and redemption
  price per share (Note 2) .................        $     1.00       $     1.00
                                                    ============================

PRICING OF INSTITUTIONAL SHARES
Net assets applicable to Institutional shares       $  132,889       $     --
                                                    ============================
Shares of beneficial interest outstanding
  (unlimited number of shares authorized,
  no par value) (Note 5) ...................           132,895             --
                                                    ============================
Net asset value, offering price and redemption
  price per share (Note 2) .................        $     1.00       $     --
                                                    ============================

See accompanying notes to financial statements.


<PAGE>

STATEMENTS OF ASSETS AND LIABILITIES
JUNE 30, 2000
================================================================================
                                                     TAX-FREE       OHIO INSURED
                                                   INTERMEDIATE       TAX-FREE
(000'S)                                             TERM FUND           FUND
--------------------------------------------------------------------------------

ASSETS
Investment securities:
    At acquisition cost ....................        $   39,584       $   62,488
                                                    ============================
    At amortized cost ......................        $   39,401       $   62,405
                                                    ============================
    At market value (Note 2) ...............        $   39,571       $   63,628
Cash .......................................               100              758
Interest receivable ........................               628              590
Receivable for capital shares sold .........                25              504
Other assets ...............................                19               12
                                                    ----------------------------
TOTAL ASSETS ...............................            40,343           65,492
                                                    ----------------------------

LIABILITIES
Dividends payable ..........................                33               80
Payable for capital shares redeemed ........                79            1,218
Payable for securities purchased ...........                --              957
Payable to affiliates (Note 4) .............                26               35
Other accrued expenses and liabilities .....                14               17
                                                    ----------------------------
TOTAL LIABILITIES ..........................               152            2,307
                                                    ----------------------------

NET ASSETS .................................        $   40,191       $   63,185
                                                    ============================

NET ASSETS CONSIST OF:
Paid-in capital ............................        $   40,861       $   62,286
Accumulated net realized losses from security
  transactions .............................              (840)            (324)
Net unrealized appreciation on investments .               170            1,223
                                                    ----------------------------
NET ASSETS .................................        $   40,191       $   63,185
                                                    ============================

PRICING OF CLASS A SHARES
Net assets applicable to Class A shares ....        $   36,817       $   59,600
                                                    ============================
Shares of beneficial interest outstanding
  (unlimited number of shares authorized, no
  par value) (Note 5) ......................             3,446            5,207
                                                    ============================
Net asset value and redemption price per
  share (Note 2) ...........................        $    10.68       $    11.45
                                                    ============================
Maximum offering price per share (Note 2) ..        $    11.21       $    12.02
                                                    ============================

PRICING OF CLASS C SHARES
Net assets applicable to Class C shares ....        $    3,374       $    3,585
                                                    ============================
Shares of beneficial interest outstanding
  (unlimited number of shares authorized, no
  par value) (Note 5) ......................               316              313
                                                    ============================
Net asset value and redemption price per
  share (Note 2) ...........................        $    10.68       $    11.44
                                                    ============================
Maximum offering price per share (Note 2) ..        $    10.82       $    11.58
                                                    ============================

See accompanying notes to financial statements.



<PAGE>

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 2000
================================================================================
                                                                     CALIFORNIA
                                                     TAX-FREE         TAX-FREE
(000'S)                                             MONEY FUND       MONEY FUND
--------------------------------------------------------------------------------

INVESTMENT INCOME
Interest income ............................        $    1,079       $    2,209
                                                    ----------------------------

EXPENSES
Investment advisory fees (Note 4) ..........               134              317
Accounting services fees (Note 4) ..........                30               36
Transfer agent fees (Note 4) ...............                30               27
Distribution expenses (Note 4) .............                 2               34
Custodian fees .............................                12               19
Postage and supplies .......................                17                6
Professional fees ..........................                 9               11
Registration fees ..........................                14                6
Trustees' fees and expenses ................                 8                9
Reports to shareholders ....................                 5                3
Pricing expenses ...........................                 2                5
Insurance expense ..........................                 1                4
Other expenses .............................                 2                1
                                                    ----------------------------
TOTAL EXPENSES .............................               266              478
Fees waived by the Adviser (Note 4) ........               (28)             --
                                                    ----------------------------
NET EXPENSES ...............................               238              478
                                                    ----------------------------

NET INVESTMENT INCOME ......................               841            1,731
                                                    ----------------------------

NET REALIZED GAINS FROM SECURITY TRANSACTIONS              --                13
                                                    ----------------------------

NET INCREASE IN NET ASSETS FROM OPERATIONS .        $      841       $    1,744
                                                    ============================

See accompanying notes to financial statements.


<PAGE>

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 2000
================================================================================
                                                       OHIO           FLORIDA
                                                     TAX-FREE         TAX-FREE
(000'S)                                             MONEY FUND       MONEY FUND
--------------------------------------------------------------------------------

INVESTMENT INCOME
Interest income ............................        $   14,723       $      968
                                                    ----------------------------
EXPENSES
Investment advisory fees (Note 4) ..........             1,689              133
Distribution expenses, Retail class (Note 4)               510               16
Accounting services fees (Note 4) ..........                73               41
Transfer agent fees, Retail class (Note 4) .                72               12
Transfer agent fees, Institutional class (Note 4)           12               10
Custodian fees (Note 4) ....................                65               13
Insurance expense ..........................                43                4
Postage and supplies .......................                39                2
Professional fees ..........................                28                8
Registration fees ..........................                24                1
Trustees' fees and expenses ................                 8                8
Pricing expenses ...........................                11                3
Reports to shareholders ....................                 5                1
Other expenses .............................                13                3
                                                    ----------------------------
TOTAL EXPENSES .............................             2,592              255
Fees waived by the Adviser (Note 4) ........               (80)             (82)
                                                    ----------------------------
NET EXPENSES ...............................             2,512              173

NET INVESTMENT INCOME ......................            12,211              795
                                                    ----------------------------

NET REALIZED LOSSES FROM SECURITY TRANSACTIONS             (12)              (2)
                                                    ----------------------------

NET INCREASE IN NET ASSETS FROM OPERATIONS .        $   12,199       $      793
                                                    ============================

See accompanying notes to financial statements.


<PAGE>

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 2000
================================================================================
                                                     TAX-FREE       OHIO INSURED
                                                   INTERMEDIATE        TAX-FREE
(000'S)                                             TERM FUND            FUND
--------------------------------------------------------------------------------

INVESTMENT INCOME
Interest income ............................        $    2,571       $    3,672
                                                    ----------------------------

EXPENSES
Investment advisory fees (Note 4) ..........               236              315
Transfer agent fees, Class A (Note 4) ......                48               30
Transfer agent fees, Class C (Note 4) ......                12               12
Accounting services fees (Note 4) ..........                45               48
Distribution expenses, Class A (Note 4) ....                31                6
Distribution expenses, Class C (Note 4) ....                16               18
Postage and supplies .......................                33               17
Registration fees, Common ..................                 5                6
Registration fees, Class A .................                10                4
Registration fees, Class C .................                 9                2
Pricing expenses ...........................                12               13
Custodian fees .............................                10               13
Professional fees ..........................                11               11
Trustees' fees and expenses ................                 8                8
Reports to shareholders ....................                 9                6
Insurance expense ..........................                 3                5
Other expenses .............................                 3                5
TOTAL EXPENSES .............................               501              519
Fees waived by the Adviser (Note 4) ........                (5)             (14)
                                                    ----------------------------
NET INVESTMENT INCOME ......................             2,075            3,167
                                                    ----------------------------

REALIZED AND UNREALIZED LOSSES ON INVESTMENTS
Net realized losses from security transactions            (478)            (250)
Net change in unrealized appreciation/depreciation
  on investments ...........................              (481)          (1,307)
                                                    ----------------------------
NET REALIZED AND UNREALIZED LOSSES ON INVESTMENTS         (959)          (1,557)
                                                    ----------------------------

NET INCREASE IN NET ASSETS FROM OPERATIONS .        $    1,116       $    1,610
                                                    ============================

See accompanying notes to financial statements.


<PAGE>

<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS
==============================================================================================================
                                                                                              CALIFORNIA
                                                                      TAX-FREE                 TAX-FREE
                                                                     MONEY FUND               MONEY FUND
                                                                ----------------------------------------------
                                                                  YEAR        YEAR         YEAR        YEAR
                                                                  ENDED       ENDED        ENDED       ENDED
                                                                JUNE 30,    JUNE 30,     JUNE 30,    JUNE 30,
(000'S)                                                           2000        1999         2000        1999
--------------------------------------------------------------------------------------------------------------

FROM OPERATIONS
<S>                                                             <C>         <C>          <C>         <C>
Net investment income ......................................    $    841    $    783     $  1,731    $  1,401
Net realized gains (losses) from security transactions .....          --          (2)          13         (12)
                                                                ----------------------------------------------
NET INCREASE IN NET ASSETS FROM OPERATIONS .................         841         781        1,744       1,389
                                                                ----------------------------------------------

DISTRIBUTIONS TO SHAREHOLDERS
 From net investment income .................................        (847)       (777)      (1,731)     (1,401)
                                                                ----------------------------------------------
FROM CAPITAL SHARE TRANSACTIONS (NOTE 5)
    Proceeds from shares sold ..............................      48,617      48,307      333,265     196,122
    Reinvested distributions ...............................         839         751        1,665       1,332
    Payments for shares redeemed ...........................     (49,490)    (61,211)    (320,010)   (190,488)
                                                                ----------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS FROM CAPITAL
    SHARE TRANSACTIONS .....................................         (34)    (12,153)      14,920       6,966
                                                                ----------------------------------------------

TOTAL INCREASE (DECREASE) IN NET ASSETS ....................         (40)    (12,149)      14,933       6,954

NET ASSETS
Beginning of year ..........................................      25,234      37,383       47,967      41,013
                                                                ----------------------------------------------
End of year ................................................    $ 25,194    $ 25,234     $ 62,900    $ 47,967
                                                                ==============================================
UNDISTRIBUTED NET INVESTMENT INCOME ........................    $   --      $      6     $   --      $   --
                                                                ==============================================
</TABLE>

See accompanying notes to financial statements.


<PAGE>

<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS
==============================================================================================================
                                                                        OHIO                   FLORIDA
                                                                      TAX-FREE                 TAX-FREE
                                                                     MONEY FUND               MONEY FUND
                                                                ----------------------------------------------
                                                                  YEAR        YEAR         YEAR        YEAR
                                                                  ENDED       ENDED        ENDED       ENDED
                                                                JUNE 30,    JUNE 30,     JUNE 30,    JUNE 30,
(000'S)                                                           2000        1999         2000        1999
--------------------------------------------------------------------------------------------------------------

FROM OPERATIONS
<S>                                                             <C>         <C>          <C>         <C>
Net investment income ......................................    $ 12,211    $ 10,174     $    795    $  1,596
Net realized losses from security transactions .............         (12)         (3)          (2)        (11)
                                                                ----------------------------------------------
NET INCREASE IN NET ASSETS FROM OPERATIONS .................      12,199      10,171          793       1,585
                                                                ----------------------------------------------

DISTRIBUTIONS TO SHAREHOLDERS
 From net investment income, Retail .........................      (6,796)     (5,927)        (521)       (501)
 From net investment income, Institutional ..................      (5,415)     (4,247)        (274)     (1,095)
 From net realized gains, Retail ............................        --          --           --            (6)
 From net realized gains, Institutional .....................        --          --           --           (16)
                                                                ----------------------------------------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS
  TO SHAREHOLDERS ..........................................     (12,211)    (10,174)        (795)     (1,618)
                                                                ----------------------------------------------

FROM CAPITAL SHARE TRANSACTIONS (NOTE 5)
RETAIL
Proceeds from shares sold ..................................     392,668     455,007       32,945      29,958
Reinvested distributions ...................................       6,577       5,786          448         495
Payments for shares redeemed ...............................    (399,368)   (451,416)     (36,511)    (23,442)
                                                                ----------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS FROM
  RETAIL SHARE TRANSACTIONS ................................        (123)      9,377       (3,118)      7,011

INSTITUTIONAL
Proceeds from shares sold ..................................     322,144     459,806       45,795      67,739
Reinvested distributions ...................................         472          18           52         427
Payments for shares redeemed ...............................    (365,828)   (398,983)     (61,138)   (102,016)
                                                                ----------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS FROM
  INSTITUTIONAL SHARE TRANSACTIONS .........................     (43,212)     60,841      (15,291)    (33,850)
                                                                ----------------------------------------------

TOTAL INCREASE (DECREASE) IN NET ASSETS ....................     (43,347)     70,215      (18,411)    (26,872)

NET ASSETS
Beginning of year ..........................................     390,797     320,582       36,655      63,527
                                                                ----------------------------------------------
End of year ................................................    $347,450    $390,797     $ 18,244    $ 36,655
                                                                ==============================================
</TABLE>

See accompanying notes to financial statements.


<PAGE>

<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS
==============================================================================================================
                                                                      TAX-FREE               OHIO INSURED
                                                                    INTERMEDIATE               TAX-FREE
                                                                     TERM FUND                   FUND
                                                                ----------------------------------------------
                                                                  YEAR        YEAR         YEAR        YEAR
                                                                  ENDED       ENDED        ENDED       ENDED
                                                                JUNE 30,    JUNE 30,     JUNE 30,    JUNE 30,
(000'S)                                                           2000        1999         2000        1999
--------------------------------------------------------------------------------------------------------------

FROM OPERATIONS
<S>                                                             <C>         <C>          <C>         <C>
Net investment income ......................................    $  2,075    $  2,320     $  3,167    $  3,294
Net realized gains (losses) from security transactions .....        (478)        634         (250)        353
Net change in unrealized appreciation/depreciation
  on investments ...........................................        (481)     (1,787)      (1,307)     (2,151)
                                                                ----------------------------------------------
NET INCREASE IN NET ASSETS FROM OPERATIONS .................       1,116       1,167        1,610       1,496
                                                                ----------------------------------------------

DISTRIBUTIONS TO SHAREHOLDERS
 From net investment income, Class A ........................      (1,930)     (2,149)      (2,986)     (3,095)
 From net investment income, Class C ........................        (145)       (171)        (181)       (199)
 From net realized gains, Class A ...........................        --          --           --        (1,554)
 From net realized gains, Class C ...........................        --          --           --          (115)
                                                                ----------------------------------------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS
  TO SHAREHOLDERS ..........................................      (2,075)     (2,320)      (3,167)     (4,963)
                                                                ----------------------------------------------

FROM CAPITAL SHARE TRANSACTIONS (NOTE 5)
CLASS A
Proceeds from shares sold ..................................      10,950      13,620       66,103     142,439
Reinvested distributions ...................................       1,548       1,723        2,115       3,500
Payments for shares redeemed ...............................     (22,700)    (19,292)     (69,927)   (149,279)
                                                                ----------------------------------------------
NET DECREASE IN NET ASSETS FROM CLASS A
  SHARE TRANSACTIONS .......................................     (10,202)     (3,949)      (1,709)     (3,340)
                                                                ----------------------------------------------
CLASS C
Proceeds from shares sold ..................................         899       2,454          138         550
Reinvested distributions ...................................         131         158          152         268
Payments for shares redeemed ...............................      (2,211)     (2,620)      (1,316)     (1,038)
                                                                ----------------------------------------------
NET DECREASE IN NET ASSETS FROM CLASS C
  SHARE TRANSACTIONS .......................................      (1,181)         (8)      (1,026)       (220)
                                                                ----------------------------------------------

TOTAL DECREASE IN NET ASSETS ...............................     (12,342)     (5,110)      (4,292)     (7,027)

NET ASSETS
Beginning of year ..........................................      52,533      57,643       67,477      74,504
                                                                ----------------------------------------------
End of year ................................................    $ 40,191    $ 52,533     $ 63,185    $ 67,477
                                                                ==============================================
</TABLE>

See accompanying notes to financial statements.


<PAGE>

<TABLE>
<CAPTION>
TAX-FREE MONEY FUND
FINANCIAL HIGHLIGHTS
=======================================================================================================
                                            Per Share Data for a Share Outstanding Throughout Each Year
-------------------------------------------------------------------------------------------------------
                                                                Year Ended June 30,
                                              ---------------------------------------------------------
                                                2000        1999        1998        1997        1996
-------------------------------------------------------------------------------------------------------

<S>                                           <C>         <C>         <C>         <C>         <C>
Net asset value at beginning of year .....    $  1.000    $  1.000    $  1.000    $  1.000    $  1.000
                                              ---------------------------------------------------------
Net investment income ....................       0.032       0.027       0.030       0.029       0.031
                                              ---------------------------------------------------------
Dividends from net investment income .....      (0.032)     (0.027)     (0.030)     (0.029)     (0.031)
                                              ---------------------------------------------------------
Net asset value at end of year ...........    $  1.000    $  1.000    $  1.000    $  1.000    $  1.000
                                              =========================================================
Total return .............................        3.22%       2.75%       3.03%       2.89%       3.15%
                                              =========================================================
Net assets at end of year (000's) ........    $ 25,194    $ 25,234    $ 37,383    $ 30,126    $ 25,342
                                              =========================================================
Ratio of net expenses to
  average net assets(A) ..................        0.89%       0.89%       0.92%       0.99%       0.99%
Ratio of net investment income to
  average net assets .....................        3.15%       2.74%       2.98%       2.85%       3.09%
</TABLE>

(A)  Absent fee  waivers by the  Adviser,  the ratio of  expenses to average net
     assets  would have been 1.00% and 0.95% for the years  ended June 30,  2000
     and 1999, respectively (Note 4).

<TABLE>
<CAPTION>
CALIFORNIA TAX-FREE MONEY FUND
FINANCIAL HIGHLIGHTS
==========================================================================================================
                                               Per Share Data for a Share Outstanding Throughout Each Year
----------------------------------------------------------------------------------------------------------
                                                                Year Ended June 30,
                                              ------------------------------------------------------------
                                                2000        1999        1998        1997        1996
----------------------------------------------------------------------------------------------------------

<S>                                           <C>         <C>         <C>         <C>         <C>
Net asset value at beginning of year .....    $  1.000    $  1.000    $  1.000    $  1.000    $  1.000
                                              ------------------------------------------------------------
Net investment income ....................       0.027       0.025       0.029       0.028       0.029
                                              ------------------------------------------------------------
Dividends from net investment income .....      (0.027)     (0.025)     (0.029)     (0.028)     (0.029)
                                              ------------------------------------------------------------
Net asset value at end of year ...........    $  1.000    $  1.000    $  1.000    $  1.000    $  1.000
                                              ============================================================
Total return .............................        2.75%       2.56%       2.94%       2.81%       2.95%
                                              ============================================================
Net assets at end of year (000's) ........    $ 62,900    $ 47,967    $ 41,013    $ 32,186    $ 36,122
                                              ============================================================
Ratio of net expenses to
  average net assets .....................        0.75%       0.75%       0.77%       0.80%       0.80%(A)
Ratio of net investment income to
  average net assets .....................        2.72%       2.52%       2.89%       2.76%       2.88%
</TABLE>

(A)  Absent fee waivers and/or expense reimbursements by the Adviser, the ratio
     of expenses to average net assets would have been 0.82% for the year ended
     June 30, 1996.

See accompanying notes to financial statements.


<PAGE>

<TABLE>
<CAPTION>
OHIO TAX-FREE MONEY FUND - RETAIL
FINANCIAL HIGHLIGHTS
==========================================================================================================
                                               Per Share Data for a Share Outstanding Throughout Each Year
----------------------------------------------------------------------------------------------------------
                                                                Year Ended June 30,
                                              ------------------------------------------------------------
                                                2000        1999        1998        1997        1996
----------------------------------------------------------------------------------------------------------

<S>                                           <C>         <C>         <C>         <C>         <C>
Net asset value at beginning of year .....    $  1.000    $  1.000    $  1.000    $  1.000    $  1.000
                                              ------------------------------------------------------------
Net investment income ....................       0.031       0.027       0.030       0.030       0.031
                                              ------------------------------------------------------------
Dividends from net investment income .....      (0.031)     (0.027)     (0.030)     (0.030)     (0.031)
                                              ------------------------------------------------------------
Net asset value at end of year ...........    $  1.000    $  1.000    $  1.000    $  1.000    $  1.000
                                              ============================================================
Total return .............................        3.09%       2.73%       3.07%       2.99%       3.14%
                                              ============================================================
Net assets at end of year (000's) ........    $214,561    $214,691    $205,316    $166,719    $240,323
                                              ============================================================
Ratio of net expenses to
  average net assets(A) ..................        0.75%       0.75%       0.75%       0.75%       0.75%
Ratio of net investment income to
  average net assets .....................        3.04%       2.68%       3.02%       2.93%       3.09%
</TABLE>

(A)  Absent fee waivers and/or expense  reimbursements by the Adviser, the ratio
     of expenses to average net assets would have been 0.77%,  0.77%,  0.76% and
     0.77% for the years ended June 30, 2000, 1999, 1998 and 1997,  respectively
     (Note 4).
<TABLE>
<CAPTION>
OHIO TAX-FREE MONEY FUND - INSTITUTIONAL
FINANCIAL HIGHLIGHTS
==============================================================================================
                                 PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
----------------------------------------------------------------------------------------------
                                                                                   PERIOD
                                                     YEAR ENDED JUNE 30,            ENDED
                                              ----------------------------------   JUNE 30,
                                                2000        1999        1998       1997(A)
----------------------------------------------------------------------------------------------
<S>                                           <C>         <C>         <C>         <C>
Net asset value at beginning of period ...    $  1.000    $  1.000    $  1.000    $  1.000
                                              ------------------------------------------------
Net investment income ....................       0.033       0.029       0.033       0.016
                                              ------------------------------------------------
Dividends from net investment income .....      (0.033)     (0.029)     (0.033)     (0.016)
                                              ------------------------------------------------
Net asset value at end of period .........    $  1.000    $  1.000    $  1.000    $  1.000
                                              ================================================
Total return .............................        3.35%       2.98%       3.33%       3.31%(C)
                                              ================================================
Net assets at end of period (000's) ......    $132,889    $176,106    $115,266    $ 97,589
                                              ================================================
Ratio of net expenses to average net
  assets(B) ..............................        0.50%       0.50%       0.50%       0.50%(C)
Ratio of net investment income to average
  net assets .............................        3.25%       2.93%       3.27%       3.28%(C)
</TABLE>
(A)  Represents  the period from the initial  public  offering of  Institutional
     shares (January 7, 1997) through June 30, 1997.

(B)  Absent fee waivers and/or expense  reimbursements by the Adviser, the ratio
     of expenses to average net assets would have been 0.52%,  0.51%,  0.52% and
     0.56%(C)  for the  periods  ended  June 30,  2000,  1999,  1998  and  1997,
     respectively (Note 4).

(C)  Annualized.

See accompanying notes to financial statements.


<PAGE>

<TABLE>
<CAPTION>
FLORIDA TAX-FREE MONEY FUND - RETAIL
FINANCIAL HIGHLIGHTS
==========================================================================================================
                                               Per Share Data for a Share Outstanding Throughout Each Year
----------------------------------------------------------------------------------------------------------
                                                                Year Ended June 30,
                                              ------------------------------------------------------------
                                                2000        1999        1998        1997        1996
----------------------------------------------------------------------------------------------------------

<S>                                           <C>         <C>         <C>         <C>         <C>
Net asset value at beginning of year .....    $  1.000    $  1.000    $  1.000    $  1.000    $  1.000
                                              ------------------------------------------------------------
Net investment income ....................       0.030       0.026       0.030       0.029       0.032
                                              ------------------------------------------------------------
Dividends from net investment income .....      (0.030)     (0.026)     (0.030)     (0.029)     (0.032)
                                              ------------------------------------------------------------
Net asset value at end of year ...........    $  1.000    $  1.000    $  1.000    $  1.000    $  1.000
                                              ============================================================
Total return .............................        3.05%       2.68%       3.03%       2.90%       3.29%
                                              ============================================================
Net assets at end of year (000's) ........    $ 18,244    $ 21,371    $ 14,368    $ 22,434    $ 28,906
                                              ============================================================
Ratio of net expenses to
  average net assets(A) ..................        0.73%       0.75%       0.75%       0.75%       0.61%
Ratio of net investment income to
  average net assets .....................        2.98%       2.58%       2.98%       2.85%       3.24%
</TABLE>

(A)  Absent fee waivers and/or expense  reimbursements by the Adviser, the ratio
     of  expenses to average net assets  would have been  1.00%,  0.98%,  0.95%,
     0.94% and 0.80% for the years ended June 30,  2000,  1999,  1998,  1997 and
     1996, respectively (Note 4).

See accompanying notes to financial statements.



<PAGE>

<TABLE>
<CAPTION>
TAX-FREE INTERMEDIATE TERM FUND - CLASS A
FINANCIAL HIGHLIGHTS
==========================================================================================================
                                               Per Share Data for a Share Outstanding Throughout Each Year
----------------------------------------------------------------------------------------------------------
                                                                Year Ended June 30,
                                              ------------------------------------------------------------
                                                2000        1999        1998        1997        1996
----------------------------------------------------------------------------------------------------------

<S>                                           <C>         <C>         <C>         <C>         <C>
Net asset value at beginning of year .....    $  10.87    $  11.12    $  11.01    $  10.85    $  10.86
                                              ------------------------------------------------------------
Income from investment operations:
  Net investment income ..................        0.48        0.48        0.50        0.50        0.50
  Net realized and unrealized gains (losses)
    on investments .......................       (0.19)      (0.25)       0.11        0.16       (0.01)
                                              ------------------------------------------------------------
Total from investment operations .........        0.29        0.23        0.61        0.66        0.49
                                              ------------------------------------------------------------
Dividends from net investment income .....       (0.48)      (0.48)      (0.50)      (0.50)      (0.50)
                                              ------------------------------------------------------------
Net asset value at end of year ...........    $  10.68    $  10.87    $  11.12    $  11.01    $  10.85
                                              ============================================================
Total return(A) ..........................        2.75%       2.07%       5.63%       6.19%       4.51%
                                              ============================================================
Net assets at end of year (000's) ........    $ 36,817    $ 47,899    $ 52,896    $ 58,485    $ 67,675
                                              ============================================================
Ratio of net expenses to average net assets       0.99%(B)    0.99%       0.99%       0.99%       0.99%

Ratio of net investment income to
  average net assets .....................        4.47%       4.33%       4.50%       4.55%       4.52%

Portfolio turnover rate ..................          41%         51%         36%         30%         37%
</TABLE>

(A)  Total returns shown exclude the effect of applicable sales loads.

(B)  Absent fee waivers and/or expense reimbursements by the Adviser, the ratio
     of expenses to average net assets would have been 1.00% for the year ended
     June 30, 2000.

See accompanying notes to financial statements.


<PAGE>

<TABLE>
<CAPTION>
TAX-FREE INTERMEDIATE TERM FUND - CLASS C
FINANCIAL HIGHLIGHTS
==========================================================================================================
                                               Per Share Data for a Share Outstanding Throughout Each Year
----------------------------------------------------------------------------------------------------------
                                                                Year Ended June 30,
                                              ------------------------------------------------------------
                                                2000        1999        1998        1997        1996
----------------------------------------------------------------------------------------------------------

<S>                                           <C>         <C>         <C>         <C>         <C>
Net asset value at beginning of year .....    $  10.88    $  11.12    $  11.01    $  10.85    $  10.86
                                              ------------------------------------------------------------

Income from investment operations:
  Net investment income ..................        0.40        0.40        0.42        0.43        0.44
  Net realized and unrealized gains (losses)
    on investments .......................       (0.20)      (0.24)       0.11        0.16       (0.01)
                                              ------------------------------------------------------------
Total from investment operations .........        0.20        0.16        0.53        0.59        0.43
                                              ------------------------------------------------------------

Dividends from net investment income .....       (0.40)      (0.40)      (0.42)      (0.43)      (0.44)
                                              ------------------------------------------------------------

Net asset value at end of year ...........    $  10.68    $  10.88    $  11.12    $  11.01    $  10.85
                                              ============================================================
Total return(A) ..........................        1.88%       1.40%       4.85%       5.49%       4.00%
                                              ============================================================

Net assets at end of year (000's) ........    $  3,374    $  4,634    $  4,747    $  5,161    $  5,239
                                              ============================================================

Ratio of net expenses to average net assets       1.74%(B)    1.74%       1.74%       1.65%       1.49%

Ratio of net investment income to
  average net assets .....................        3.72%       3.58%       3.75%       3.89%       4.02%

Portfolio turnover rate ..................          41%         51%         36%         30%         37%
</TABLE>

(A)  Total returns shown exclude the effect of applicable sales loads.

(B)  Absent fee waivers and/or expense reimbursements by the Adviser, the ratio
     of expenses to average net assets would have been 1.76% for the year ended
     June 30, 2000.

See accompanying notes to financial statements.


<PAGE>

<TABLE>
<CAPTION>
OHIO INSURED TAX-FREE FUND - CLASS A
FINANCIAL HIGHLIGHTS
==========================================================================================================
                                               Per Share Data for a Share Outstanding Throughout Each Year
----------------------------------------------------------------------------------------------------------
                                                                Year Ended June 30,
                                              ------------------------------------------------------------
                                                2000        1999        1998        1997        1996
----------------------------------------------------------------------------------------------------------

<S>                                           <C>         <C>         <C>         <C>         <C>
Net asset value at beginning of year .....    $  11.74    $  12.37    $  12.22    $  11.97    $  11.99
                                              ------------------------------------------------------------

Income from investment operations:
  Net investment income ..................        0.58        0.58        0.61        0.61        0.62
  Net realized and unrealized gains (losses)
    on investments .......................       (0.29)      (0.34)       0.23        0.25       (0.02)
                                              ------------------------------------------------------------
Total from investment operations .........        0.29        0.24        0.84        0.86        0.60
                                              ------------------------------------------------------------
Less distributions:
  Dividends from net investment income ...       (0.58)      (0.58)      (0.61)      (0.61)      (0.62)
  Distributions from net realized gains ..         --        (0.29)      (0.08)        --          --
                                              ------------------------------------------------------------
Total distributions ......................       (0.58)      (0.87)      (0.69)      (0.61)      (0.62)
                                              ------------------------------------------------------------

Net asset value at end of year ...........    $  11.45    $  11.74    $  12.37    $  12.22    $  11.97
                                              ============================================================

Total return(A) ..........................        2.60%       1.81%       7.03%       7.36%       5.05%
                                              ============================================================

Net assets at end of year (000's) ........    $ 59,600    $ 62,737    $ 69,289    $ 70,816    $ 75,938
                                              ============================================================

Ratio of net expenses to
  average net assets .....................        0.75%(B)    0.75%       0.75%       0.75%       0.75%

Ratio of net investment income to
  average net assets .....................        5.08%       4.72%       4.95%       5.05%       5.12%

Portfolio turnover rate ..................          66%         26%         41%         33%         46%
</TABLE>

(A)  Total returns shown exclude the effect of applicable sales loads.

(B)  Absent fee waivers and/or expense reimbursements by the Adviser, the ratio
     of expenses to average net assets would have been 0.77% for the year ended
     June 30, 2000.

See accompanying notes to financial statements.


<PAGE>

<TABLE>
<CAPTION>
OHIO INSURED TAX-FREE FUND - CLASS C
FINANCIAL HIGHLIGHTS
==========================================================================================================
                                               Per Share Data for a Share Outstanding Throughout Each Year
----------------------------------------------------------------------------------------------------------
                                                                Year Ended June 30,
                                              ------------------------------------------------------------
                                                2000        1999        1998        1997        1996
----------------------------------------------------------------------------------------------------------

<S>                                           <C>         <C>         <C>         <C>         <C>
Net asset value at beginning of year .....    $  11.74    $  12.37    $  12.22    $  11.97    $  12.00
                                              ------------------------------------------------------------

Income from investment operations:
  Net investment income ..................        0.49        0.49        0.52        0.53        0.56
  Net realized and unrealized gains
    (losses) on investments ..............       (0.30)      (0.34)       0.23        0.25       (0.03)
                                              ------------------------------------------------------------
Total from investment operations .........        0.19        0.15        0.75        0.78        0.53
                                              ------------------------------------------------------------

Less distributions:
  Dividends from net investment income ...       (0.49)      (0.49)      (0.52)      (0.53)      (0.56)
  Distributions from net realized gains ..        --         (0.29)      (0.08)       --          --
                                              ------------------------------------------------------------

Total distributions ......................       (0.49)      (0.78)      (0.60)      (0.53)      (0.56)
                                              ------------------------------------------------------------

Net asset value at end of year ...........    $  11.44    $  11.74    $  12.37    $  12.22    $  11.97
                                              ============================================================

Total return(A) ..........................        1.75%       1.05%       6.24%       6.65%       4.44%
                                              ============================================================

Net assets at end of year (000's) ........    $  3,585    $  4,740    $  5,215    $  4,639    $  3,972
                                              ============================================================

Ratio of net expenses to
  average net assets(B) ..................        1.50%       1.50%       1.50%       1.42%       1.25%

Ratio of net investment income to
  average net assets .....................        4.42%       3.97%       4.20%       4.37%       4.62%

Portfolio turnover rate ..................          66%         26%         41%         33%         46%
</TABLE>

(A)  Total returns shown exclude the effect of applicable sales loads.

(B)  Absent fee waivers and/or expense reimbursements by the Adviser, the ratio
     of expenses to average net assets would have been 1.56% for the year ended
     June 30, 2000.

(C)  Annualized.

See accompanying notes to financial statements.


<PAGE>

NOTES TO FINANCIAL STATEMENTS
June 30, 2000
================================================================================

1.   ORGANIZATION

The Tax-Free Money Fund,  the California  Tax-Free Money Fund, the Ohio Tax-Free
Money Fund, the Florida Tax-Free Money Fund, the Tax-Free Intermediate Term Fund
and the Ohio Insured Tax-Free Fund (collectively, the Funds) are each a separate
series  of  shares  of  Touchstone  Tax-Free  Trust  (the  Trust).  The Trust is
registered  under  the  Investment  Company  Act of 1940  (the  1940  Act) as an
open-end  management   investment  company.  The  Trust  was  established  as  a
Massachusetts  business trust under a Declaration of Trust dated April 13, 1981.
The Declaration of Trust, as amended, permits the Trustees to issue an unlimited
number of shares of each Fund.

The Tax-Free  Money Fund seeks the highest level of interest  income exempt from
federal  income tax,  consistent  with the  protection of capital,  by investing
primarily in high-quality, short-term municipal obligations.

The  California  Tax-Free  Money Fund seeks the highest level of current  income
exempt from federal and California  income taxes,  consistent with liquidity and
stability of  principal,  by investing  primarily  in  high-quality,  short-term
California municipal obligations.

The Ohio Tax-Free  Money Fund seeks the highest  level of current  income exempt
from federal income tax and Ohio personal income tax,  consistent with liquidity
and  stability  of  principal.  The Fund  invests  primarily  in a portfolio  of
high-quality, short-term Ohio municipal obligations.

The  Florida  Tax-Free  Money Fund seeks the highest  level of  interest  income
exempt from federal  income tax,  consistent  with  liquidity  and  stability of
principal, by investing primarily in high-quality,  short-term Florida municipal
obligations  the value of which is exempt from the Florida  intangible  personal
property tax.

The  Tax-Free  Intermediate  Term Fund seeks high  current  income  exempt  from
federal  income tax,  consistent  with the  protection of capital,  by investing
primarily in high-grade  municipal  obligations  maturing within twenty years or
less with a  dollar-weighted  average  portfolio  maturity  under normal  market
conditions of between  three and ten years.  To the extent  consistent  with the
Fund's primary objective, capital appreciation is a secondary objective.

The Ohio Insured Tax-Free Fund seeks the highest level of interest income exempt
from  federal  income tax and Ohio  personal  income  tax,  consistent  with the
protection of capital.  The Fund invests  primarily in high  quality,  long-term
Ohio municipal  obligations  which are protected by insurance  guaranteeing  the
payment of principal and interest in the event of a default.

The Ohio Tax-Free  Money Fund offers two classes of shares:  Retail shares (sold
subject to a distribution  fee of up to 0.25% of average daily net assets of the
Fund) and  Institutional  shares (sold without a distribution  fee). Each Retail
and Institutional share of the Fund represents identical interests in the Fund's
investment portfolio and has the same rights, except that (i) Retail shares bear
the expenses of  distribution  fees,  which will cause  Retail  shares to have a
higher  expense  ratio  and  to  pay  lower  dividends  than  those  related  to
Institutional  shares;  (ii) certain other class specific expenses will be borne
solely by the class to which such  expenses are  attributable;  (iii) each class
has exclusive  voting rights with respect to matters  affecting only that class;
and (iv)  Retail  shares  are  subject  to a lower  minimum  initial  investment
requirement   and  offer   certain   shareholder   services  not   available  to
Institutional   shares  such  as  checkwriting  and  automatic   investment  and
redemption plans.


<PAGE>

NOTES TO FINANCIAL STATEMENTS
(Continued)
================================================================================

The  Tax-Free  Intermediate  Term Fund and the Ohio Insured  Tax-Free  Fund each
offer two classes of shares: Class A shares (sold subject to a maximum front-end
sales load of 4.75% and a  distribution  fee of up to 0.25% of average daily net
assets of each Fund) and Class C shares  (sold  subject to a maximum  contingent
deferred sales load of 1.25% for a one-year period and a distribution  fee of up
to 1% of average daily net assets of each Fund).  Each Class A and Class C share
of the Fund represents  identical  interests in the Fund's investment  portfolio
and has the same  rights,  except that (i) Class C shares  bear the  expenses of
higher  distribution  fees,  which  will  cause  Class C shares to have a higher
expense ratio and to pay lower  dividends  than those related to Class A shares;
(ii) certain other class specific  expenses will be borne solely by the class to
which such expenses are attributable;  and (iii) each class has exclusive voting
rights with  respect to matters  relating to its own  distribution  arrangements
(Note 7).

2.   SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of the Trust's significant accounting policies:

Security valuation -- Tax-Free Money Fund,  California Tax-Free Money Fund, Ohio
Tax-Free Money Fund and Florida  Tax-Free Money Fund securities are valued on an
amortized cost basis, which approximates market. This involves initially valuing
a security at its original cost and thereafter assuming a constant  amortization
to maturity of any discount or premium.  This method of valuation is expected to
enable  these Funds to maintain a constant  net asset value per share.  Tax-Free
Intermediate  Term Fund and Ohio Insured  Tax-Free Fund securities are valued at
market  using  an  independent   pricing  service  which  generally  utilizes  a
computerized  grid matrix of tax-exempt  securities and evaluations by its staff
to determine  what it believes is the fair value of the  securities.  On limited
occasions,  if the valuation  provided by the pricing  service  ignores  certain
market  conditions  affecting  the value of a security  or the  pricing  service
cannot provide a valuation, the fair value of the security will be determined in
good faith consistent with procedures established by the Board of Trustees.

Share valuation -- The net asset value per share of the Tax-Free Money Fund, the
California Tax-Free Money Fund and the Florida Tax-Free Money Fund is calculated
daily by dividing the total value of a Fund's assets,  less liabilities,  by its
number of shares  outstanding.  The net asset  value per share of each  class of
shares of the Ohio Tax-Free Money Fund, the Tax-Free  Intermediate Term Fund and
the Ohio Insured  Tax-Free Fund is also  calculated  daily by dividing the total
value  of  a  Fund's  assets   attributable  to  that  class,  less  liabilities
attributable to that class, by the number of shares of that class outstanding.

The offering price per share of the Tax-Free Money Fund, the California Tax-Free
Money Fund, the Ohio Tax-Free Money Fund and the Florida  Tax-Free Money Fund is
equal to the net asset value per share.  The maximum  offering  price of Class A
shares of the Tax-Free Intermediate Term Fund and the Ohio Insured Tax-Free Fund
is equal to the net asset  value per share  plus a sales  load equal to 4.99% of
the net asset value (or 4.75% of the  offering  price).  The  offering  price of
Class C shares  of each Fund is equal to the net  asset  value per share  plus a
sales  load  equal to 1.27% of the net asset  value  (or  1.25% of the  offering
price) (Note 7).


<PAGE>

NOTES TO FINANCIAL STATEMENTS
(Continued)
================================================================================

The redemption price per share of each Fund, including each class of shares with
respect to the Ohio Tax-Free Money Fund, the Tax-Free Intermediate Term Fund and
the Ohio  Insured  Tax-Free  Fund,  is equal to the net asset  value per  share.
However,  Class C shares  of the  Tax-Free  Intermediate  Term Fund and the Ohio
Insured  Tax-Free Fund are subject to a contingent  deferred sales load of 1% of
the original  purchase price if redeemed  within a one-year period from the date
of purchase.

Investment  income --  Interest  income is  accrued  as  earned.  Discounts  and
premiums on securities  purchased  are  amortized in accordance  with income tax
regulations which approximate generally accepted accounting principles.

Distributions  to  shareholders  --  Dividends  from net  investment  income are
declared  daily and paid on the last  business  day of each month.  Net realized
short-term capital gains, if any, may be distributed throughout the year and net
realized  long-term  capital gains,  if any, are  distributed at least once each
year.  Income  distributions  and capital gain  distributions  are determined in
accordance with income tax regulations.

Security  transactions -- Security  transactions  are accounted for on the trade
date. Securities sold are determined on a specific identification basis.

When-issued  securities  -- The Funds may purchase  securities  with delivery or
payments to occur at a later date. At the time the Funds enter into a commitment
to  purchase  a  security,  the  transaction  is  recorded  and the value of the
security is reflected in the net asset value. The value of the security may vary
with market  fluctuations.  No interest  accrues to the Fund until payment takes
place. At the time the Fund enters into this type of transaction, it is required
to segregate  cash or other liquid  assets equal to the value of the  securities
purchased. At June 30, 2000, the market value of securities segregated for these
types of transactions for the Tax-Free Intermediate Term Fund was $1,005,690 and
$1,050,680 for the Ohio Insured Tax-Free Fund.

Allocations  between  classes --  Investment  income earned by the Ohio Tax-Free
Money Fund, the Tax-Free  Intermediate  Term Fund and the Ohio Insured  Tax-Free
Fund is allocated  daily to each class of shares based on the  percentage of the
net asset  value of  settled  shares of such class to the total of the net asset
value of settled shares of both classes.  Realized  capital gains and losses and
unrealized  appreciation  and  depreciation are allocated daily to each class of
shares based upon its proportionate share of total net assets of the Fund. Class
specific  expenses  are charged  directly to the class  incurring  the  expense.
Common  expenses  which are not  attributable  to a specific class are allocated
daily to each class of shares  based upon its  proportionate  share of total net
assets of the Fund.

Estimates  --  The  preparation  of  financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and  assumptions  that affect the reported  amounts of assets and liabilities at
the date of the  financial  statements  and the  reported  amounts of income and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

Federal  income  tax -- It is each  Fund's  policy  to comply  with the  special
provisions  of the  Internal  Revenue Code  available  to  regulated  investment
companies.  As provided therein, in any fiscal year in which a Fund so qualifies
and  distributes  at least 90% of its net  income,  the Fund will be relieved of
federal  income tax on the income  distributed.  Accordingly,  no provision  for
income taxes has been made. In addition, each Fund intends to satisfy conditions
which enable it to designate the interest income  generated by its investment in
municipal  securities,  which is exempt from federal income tax when received by
the Fund, as exempt-interest dividends upon distribution to shareholders.


<PAGE>

NOTES TO FINANCIAL STATEMENTS
(Continued)
================================================================================

In  order  to  avoid  imposition  of the  excise  tax  applicable  to  regulated
investment  companies,  it is also each Fund's intention to declare as dividends
in each calendar year at least 98% of its net  investment  income (earned during
the calendar year) and 98% of its net realized  capital gains (earned during the
twelve months ended October 31) plus undistributed amounts from prior years.

The following information is based upon the federal income tax cost of portfolio
investments as of June 30, 2000:

--------------------------------------------------------------------------------
                                                        TAX-FREE    OHIO INSURED
                                                      INTERMEDIATE    TAX-FREE
(000'S)                                                 TERM FUND        FUND
--------------------------------------------------------------------------------
Gross unrealized appreciation ....................       $  594        $1,581
Gross unrealized depreciation ....................         (424)         (358)
                                                         -----------------------
Net unrealized appreciation ......................       $  170        $1,223
                                                         =======================
--------------------------------------------------------------------------------

The tax basis of portfolio  investments  for each Fund is equal to the amortized
cost as shown on the Statements of Assets and Liabilities.

As of June 30, 2000, the Funds had the following capital loss  carryforwards for
federal income tax purposes. These capital loss carryforwards may be utilized in
future  years to offset net  realized  capital  gains prior to  distribution  to
shareholders.

--------------------------------------------------------------------------------
                                                                       EXPIRES
FUND                                                       AMOUNT      JUNE 30
--------------------------------------------------------------------------------
Tax-Free Money Fund ..............................        $    409       2003
                                                               564       2004
                                                             2,865       2008

California Tax-Free Money Fund ...................        $    447       2007

Ohio Tax-Free Money Fund .........................        $     90       2004
                                                             2,952       2008

Florida Tax-Free Money Fund ......................        $  4,527       2007
                                                             6,777       2008

Tax-Free Intermediate Term Fund ..................        $313,244       2004

Ohio Insured Tax-Free Fund .......................        $ 35,418       2008
--------------------------------------------------------------------------------

3.   INVESTMENT TRANSACTIONS

Investment  transactions  (excluding short-term investments) were as follows for
the year ended June 30, 2000:

--------------------------------------------------------------------------------
                                                        TAX-FREE    OHIO INSURED
                                                      INTERMEDIATE    TAX-FREE
(000'S)                                                 TERM FUND        FUND
--------------------------------------------------------------------------------

Purchases of investment securities ...............      $18,236       $41,760
Proceeds from sales and maturities of
  investment securities ..........................      $28,705       $39,561
--------------------------------------------------------------------------------


<PAGE>

NOTES TO FINANCIAL STATEMENTS
(Continued)
================================================================================

4.   TRANSACTIONS WITH AFFILIATES

The  President  and certain  other  officers  of the Trust are also  officers of
Touchstone  Advisers,  Inc.  (the  Adviser),  the  Trust's  investment  adviser,
Touchstone   Securities,   Inc.  (the   Underwriter),   the  Trust's   principal
underwriter,  and Integrated  Fund Services,  Inc. (IFS),  the Trust's  transfer
agent, shareholder service agent and accounting services agent. The Adviser, the
Underwriter and IFS are each wholly-owned  indirect  subsidiaries of the Western
and Southern Life Insurance Companies.

MANAGEMENT AGREEMENT
Each  Fund's  investments  are  managed  by the  Adviser  under  the  terms of a
Management Agreement. Under the Management Agreement, each Fund pays the Adviser
a fee, computed and accrued daily and paid monthly, at an annual rate of 0.5% of
its  respective  average daily net assets up to $100 million,  0.45% of such net
assets  from $100  million to $200  million,  0.4% of such net assets  from $200
million to $300 million and 0.375% of such net assets in excess of $300 million.

In order to voluntarily reduce operating expenses during the year ended June 30,
2000,  the Adviser waived  investment  advisory fees of $27,592 for the Tax-Free
Money Fund,  $80,268 for the Ohio Tax-Free  Money Fund,  $5,375 for the Tax-Free
Intermediate  Fund and $13,994 for the Ohio Insured  Tax-Free  Fund. The Adviser
waived  $65,561 of  investment  advisory  fees and  $16,937  of other  operating
expenses for the Florida Tax-Free Money Fund for the year ended June 30, 2000.

TRANSFER AGENT AGREEMENT
Under the terms of the Transfer,  Dividend  Disbursing,  Shareholder Service and
Plan Agency  Agreement  between the Trust and IFS, IFS maintains the records for
each shareholder's  account,  answers  shareholders'  inquiries concerning their
accounts,  processes  purchases and  redemptions of each Fund's shares,  acts as
dividend  and  distribution  disbursing  agent and  performs  other  shareholder
service functions.  For these services,  IFS receives a monthly fee at an annual
rate of $25 per  shareholder  account from each of the Tax-Free  Money Fund, the
California  Tax-Free  Money Fund,  the Ohio Tax-Free  Money Fund and the Florida
Tax-Free  Money Fund and $21 per  shareholder  account from each of the Tax-Free
Intermediate  Term Fund and the Ohio Insured Tax-Free Fund,  subject to a $1,000
minimum  monthly  fee for each Fund,  or for each class of shares of a Fund,  as
applicable.  In addition,  each Fund pays IFS out-of-pocket  expenses including,
but not limited to, postage and supplies.

ACCOUNTING SERVICES AGREEMENT
Under the terms of the Accounting  Services Agreement between the Trust and IFS,
IFS  calculates  the daily net asset value per share and maintains the financial
books and records of each Fund. For these services,  IFS receives a monthly fee,
based on current net assets,  of $2,500 per month from the Tax-Free  Money Fund,
$3,000 per month from the California  Tax-Free Money Fund, $6,000 per month from
the Ohio Tax-Free Money Fund,  $3,500 per month from the Florida  Tax-Free Money
Fund, and $4,000 per month from each of the Tax-Free  Intermediate Term Fund and
the Ohio  Insured  Tax-Free  Fund.  In  addition,  each  Fund is  subject  to an
additional charge of 0.001% of its respective average daily net assets in excess
of $300 million, and each Fund pays certain  out-of-pocket  expenses incurred by
IFS in obtaining valuations of such Fund's portfolio securities.


<PAGE>

NOTES TO FINANCIAL STATEMENTS
(Continued)
================================================================================

UNDERWRITING AGREEMENT
The  Underwriter  is the Funds'  principal  underwriter  and,  as such,  acts as
exclusive agent for  distribution  of the Funds' shares.  Under the terms of the
Underwriting  Agreement  between the Trust and the Underwriter,  the Underwriter
earned $2,231 and $4,477 from underwriting and broker commissions on the sale of
shares of the  Tax-Free  Intermediate  Term Fund and the Ohio  Insured  Tax-Free
Fund,  respectively,  during the year  ended June 30,  2000.  In  addition,  the
Underwriter  collected $4,443 and $565 of contingent deferred sales loads on the
redemption of Class C shares of the Tax-Free Intermediate Term Fund and the Ohio
Insured Tax-Free Fund, respectively.

PLANS OF DISTRIBUTION
The Trust has a Plan of  Distribution  (Class A Plan) under which shares of each
Fund  having  one class of shares  and  Class A shares of each Fund  having  two
classes of shares may directly incur or reimburse the Adviser or the Underwriter
for expenses  related to the  distribution  and promotion of shares.  The annual
limitation  for  payment  of such  expenses  under  the Class A Plan is 0.25% of
average daily net assets attributable to such shares.

The Trust also has a Plan of  Distribution  (Class C Plan)  under  which Class C
shares of the Tax-Free Intermediate Term Fund and the Ohio Insured Tax-Free Fund
may  directly  incur or  reimburse  the  Adviser  for  expenses  related  to the
distribution and promotion of shares.  The annual limitation for payment of such
expenses  under the Class C Plan is 1% of average daily net assets  attributable
to Class C shares.

CUSTODIAN AGREEMENTS
The Fifth Third Bank, which serves as the custodian for each Fund except for the
Florida Tax-Free Money Fund, was a significant shareholder of record of the Ohio
Tax-Free  Money  Fund as of June 30,  2000.  Under  the  terms of its  Custodian
Agreement,  The Fifth Third Bank receives from each such Fund an asset-based fee
plus  transaction  charges for each  security  transaction  entered  into by the
Funds.  Huntington  National  Bank,  N.A.  (Huntington),  which  serves  as  the
custodian for the Florida Tax-Free Money Fund, was a significant  shareholder of
record  of such  Fund as of June 30,  2000.  Under  the  terms of its  Custodian
Agreement, Huntington receives from the Fund an asset-based fee.


<PAGE>

NOTES TO FINANCIAL STATEMENTS
(Continued)
================================================================================

5.   CAPITAL SHARE TRANSACTIONS

Capital share transactions for the Tax-Free Money Fund, the California  Tax-Free
Money Fund, the Ohio Tax-Free Money Fund and the Florida Tax-Free Money Fund are
identical to the dollar value of those  transactions  as shown in the Statements
of Changes in Net Assets.  Proceeds and  payments on capital  shares as shown in
the Statements of Changes in Net Assets for the Tax-Free  Intermediate Term Fund
and the Ohio Insured Tax-Free Fund are the result of the following capital share
transactions:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
                                                TAX-FREE INTERMEDIATE        OHIO INSURED
                                                      TERM FUND              TAX-FREE FUND
---------------------------------------------------------------------------------------------
                                                   YEAR        YEAR        YEAR        YEAR
                                                  ENDED       ENDED       ENDED       ENDED
                                                 JUNE 30,    JUNE 30,    JUNE 30,    JUNE 30,
(000'S)                                            2000        1999        2000        1999
---------------------------------------------------------------------------------------------
CLASS A
<S>                                                <C>         <C>         <C>        <C>
Shares sold ................................       1,024       1,222       5,795      11,637
Shares reinvested ..........................         145         154         185         287
Shares redeemed ............................      (2,128)     (1,729)     (6,116)    (12,181)
                                                  -------------------------------------------
Net decrease in shares outstanding .........        (959)       (353)       (136)       (257)
Shares outstanding, beginning of year ......       4,405       4,758       5,343       5,600
                                                  -------------------------------------------
Shares outstanding, end of year ............       3,446       4,405       5,207       5,343
                                                  ===========================================
CLASS C
Shares sold ................................          84         219          12          45
Shares reinvested ..........................          12          14          13          22
Shares redeemed ............................        (206)       (234)       (116)        (85)
                                                  -------------------------------------------
Net decrease in shares outstanding .........        (110)         (1)        (91)        (18)
Shares outstanding, beginning of year ......         426         427         404         422
                                                  -------------------------------------------
Shares outstanding, end of year ............         316         426         313         404
                                                  ===========================================
---------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

NOTES TO FINANCIAL STATEMENTS
(Continued)
================================================================================

6.   PORTFOLIO COMPOSITION

As of June 30, 2000, the Ohio Tax-Free Money Fund and the Ohio Insured  Tax-Free
Fund were invested  exclusively in debt obligations  issued by the State of Ohio
and its political subdivisions,  agencies, authorities and instrumentalities and
by other  issuers the interest  from which is exempt from Ohio  personal  income
tax.  The  California  Tax-Free  Money  Fund was  invested  exclusively  in debt
obligations  issued by the State of California  and its political  subdivisions,
agencies,  authorities and  instrumentalities  and by other issuers the interest
from which is exempt from California income tax. The Florida Tax-Free Money Fund
was 94.0%  invested in debt  obligations  issued by the State of Florida and its
political subdivisions, agencies, authorities and instrumentalities and by other
issuers  the  value of which is  exempt  from the  Florida  intangible  personal
property  tax. As of June 30, 2000,  26.6% of the  portfolio  securities  of the
Tax-Free  Money Fund were  concentrated  in the State of Ohio,  and 13.3% in the
State of Illinois.  For information regarding portfolio composition by state for
the Tax-Free Intermediate Term Fund, see the Fund's Portfolio of Investments.

The  California  Tax-Free  Money Fund, the Ohio Tax-Free Money Fund, the Florida
Tax-Free Money Fund and the Ohio Insured Tax-Free Fund are each  non-diversified
Funds under the 1940 Act. Thus, investments may be concentrated in fewer issuers
than those of a diversified fund. As of June 30, 2000, no  non-diversified  Fund
had concentrations of investments (10% or greater) in any one issuer.

The Tax-Free Money Fund,  the California  Tax-Free Money Fund, the Ohio Tax-Free
Money  Fund and the  Florida  Tax-Free  Money  Fund  each  invest  in  municipal
securities  maturing in 13 months or less and having a short-term  rating in one
of the  top  two  ratings  categories  by at  least  two  nationally  recognized
statistical  rating  agencies  (or by one such  agency if a security is rated by
only that  agency) or, if unrated,  are  determined  by the  Adviser,  under the
supervision of the Board of Trustees, to be of comparable quality.

As of June 30, 2000,  43.4% of the Tax-Free  Intermediate  Term Fund's portfolio
securities were rated AAA/Aaa [using the higher of Standard & Poor's Corporation
(S&P) or Moody's Investors Service,  Inc. (Moody's)  ratings],  28.5% were rated
AA/Aa, 26.3% were rated A/A and 1.5% were not rated.

As of June 30,  2000,  73.9%  of the  Ohio  Insured  Tax-Free  Fund's  long-term
portfolio  securities  were either (1) insured by an insurance  policy  obtained
from  a  recognized  insurer  which  carries  a  rating  of AAA by S&P or Aaa by
Moody's, (2) guaranteed as to the payment of interest and principal by an agency
or  instrumentality  of the U.S.  Government or (3) secured as to the payment of
interest and principal by an escrow  account  consisting of  obligations  of the
U.S. Government. Three private insurers individually insure more than 10% of the
Ohio Insured Tax-Free Fund's portfolio  securities and collectively insure 60.2%
of its portfolio securities.


<PAGE>

NOTES TO FINANCIAL STATEMENTS
(Continued)
================================================================================

The  concentration of investments for each Fund as of June 30, 2000,  classified
by revenue source, was as follows:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                              CALIFORNIA    OHIO     FLORIDA    TAX-FREE     OHIO
                                                    TAX-FREE   TAX-FREE   TAX-FREE   TAX-FREE INTERMEDIATE  INSURED
                                                     MONEY      MONEY      MONEY      MONEY       TERM     TAX-FREE
                                                      FUND       FUND       FUND       FUND       FUND       FUND
------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>        <C>        <C>        <C>        <C>        <C>
General Obligations ............................       6.8%       7.7%      16.4%       0.5%      16.3%      49.7%
Revenue Bonds:
        Industrial Development/Pollution Control      45.5%      20.8%      17.9%       4.6%       6.8%        --
        Hospital/Health Care ...................       7.1%      17.6%      21.0%      22.4%      20.2%      14.5%
        Utilities ..............................       7.4%      16.1%      19.9%      15.5%      10.1%      10.1%
        Bank & Financial .......................        --         --        1.4%       2.8%        --         --
        Education ..............................       6.5%       5.6%       8.0%       8.3%      16.5%      11.2%
        Housing/Mortgage .......................       2.0%       4.7%       4.4%      19.1%      11.9%       5.3%
        Economic Development ...................      18.8%      16.5%       7.0%       7.3%       2.6%       1.6%
        Public Facilities ......................       2.6%       0.2%       1.9%       5.0%       7.3%       2.6%
        Transportation .........................        --        0.5%       0.3%       0.6%       4.4%       3.0%
        Special Tax ............................        --        0.6%       0.3%       0.6%       2.6%        --
        Leases .................................        --        2.6%        --         --         --         --
        Miscellaneous ..........................       3.4%       7.1%       1.6%      13.3%       1.3%       2.1%
                                                     -------------------------------------------------------------
Total ..........................................     100.0%     100.0%     100.0%     100.0%     100.0%     100.0%
                                                     =============================================================
</TABLE>

7.   MAXIMUM OFFERING PRICE PER SHARE

Effective  August 1, 1999, for accounts  opened after July 31, 1999, the maximum
offering  price per share of Class A shares of the  Tax-Free  Intermediate  Term
Fund and the Ohio  Insured  Tax-Free  Fund is equal to the net  asset  value per
share plus a sales  load equal to 4.99% of the net asset  value (or 4.75% of the
offering  price).  Effective  August 1,  1999,  for all  accounts,  the  maximum
offering  price  per  share of Class C shares  of each  Fund is equal to the net
asset  value per share plus a sales  load equal to 1.27% of the net asset  value
(or 1.25% of the offering price).

8.   FEDERAL TAX INFORMATION FOR SHAREHOLDERS (UNAUDITED)

In accordance with federal tax requirements, each Fund designates its respective
dividends paid from net  investment  income during the year ended June 30, 2000,
as  "exempt-interest  dividends."  Ninety-nine  percent of the  interest  income
earned by the California  Tax-Free Money Fund was derived from securities issued
in the state of California.

9.   FLORIDA TAX-FREE MONEY FUND - INSTITUTIONAL

Effective April 28, 2000, the Florida Tax-Free Money Fund - Institutional  Class
closed and the shares were moved into the Retail Class.

10.  NAME CHANGE

Effective  May 1, 2000,  the  Countrywide  Tax-Free  Trust  changed  its name to
Touchstone Tax-Free Trust.  Countrywide Fund Services,  Inc. changed its name to
Integrated Fund Services,  Inc.  Touchstone  Advisors,  Inc.,  upon  shareholder
approval,  became the new  advisor for the Funds in the Trust.  Fort  Washington
Investment Advisors, Inc., upon shareholder approval, became the sub-advisor for
the   Funds   in  the   Trust.   Touchstone   Securities,   Inc.,   became   the
underwriter/distributor for the Funds in the Trust.


<PAGE>

<TABLE>
<CAPTION>
TAX-FREE MONEY FUND
PORTFOLIO OF INVESTMENTS
JUNE 30, 2000
==============================================================================================================================
 PRINCIPAL                                                                                                            MARKET
  AMOUNT      FIXED RATE REVENUE &                                                            COUPON    MATURITY       VALUE
 (000'S)      GENERAL OBLIGATION BONDS-- 21.7%                                                 RATE       DATE        (000'S)
------------------------------------------------------------------------------------------------------------------------------

<S>           <C>                                                                              <C>      <C>         <C>
$      100    Brownsburg, IN, Multi-School Bldg. Corp. Rev ...............................     9.750    07/01/00    $      100
       100    Washington St. Public Power Supply Sys. Rev.,
                Ser. C (Nuclear Proj. No. 1), Prerefunded @ 102 ..........................     8.000    07/01/00           102
       155    Aransas Pass, TX, GO .......................................................     4.200    08/01/00           155
       200    Floresville, TX, Electric Light and Power Sys. Rev .........................     5.570    08/15/00           200
       250    American Municipal Power Sys. Impt. BANS (City Of Bryan Proj.) .............     4.750    08/25/00           250
       200    Johnson Co., KS, USD No. 233 GO ............................................     5.500    09/01/00           201
       660    Westminster CO, COP ........................................................     3.800    09/01/00           660
       100    Ohio St. Bldg. Auth. Rev. St. Fac. (Das Data Center Proj.) .................     4.000    10/01/00           100
       400    New Knoxville, OH, Waterworks Sys. BANS ....................................     4.250    10/05/00           400
       450    Crestline Village, OH, Swimming Pool Impt. BANS ............................     4.470    11/16/00           451
       100    Westmoreland Co., PA, Municipal Auth. Serv. Rev.,
                Ser. M, Prerefunded @ 100 ................................................     7.250    12/01/00           100
       520    American Municipal Power Sys. Impt. BANS (Wellington Village Proj.) ........     4.300    12/15/00           520
       501    American Municipal Power Sys. Impt. BANS (Milan Village Proj.) .............     4.450    01/19/01           501
       500    American Municipal Power Sys.Equipment BANS
                (Distributive Generation Proj.) ..........................................     5.250    01/19/01           498
       185    College Station, TX, Utility System Rev ....................................     5.875    02/01/01           186
       105    San Antonio, TX, Electric & Gas Rev ........................................     5.200    02/01/01           105
       200    Webb Co., TX, COP ..........................................................     4.550    02/01/01           200
       300    Richardson, TX, ISD, GO ....................................................     4.750    02/15/01           300
       430    American Municipal Power Sys. Impt. BANS (Bradner Village Proj.) ...........     4.900    03/23/01           430
----------                                                                                                          ----------
$    5,456    TOTAL FIXED RATE REVENUE & GENERAL OBLIGATION BONDS
----------    (Amortized Cost $5,459) ....................................................                          $    5,459
                                                                                                                    ----------


<PAGE>

TAX-FREE MONEY FUND (CONTINUED)
==============================================================================================================================
 PRINCIPAL                                                                                                            MARKET
  AMOUNT                                                                                      COUPON    MATURITY       VALUE
 (000'S)      FLOATING & VARIABLE DEMAND NOTES-- 51.7%                                         RATE       DATE        (000'S)
------------------------------------------------------------------------------------------------------------------------------

$      500    Arapahoe Co., CO, IDR (Denver JetCenter Proj.) .............................     4.550    07/01/00    $      500
       200    Illinois Health Fac. Auth. Rev., Ser. B (Elmhurst Memorial Hosp.) ..........     4.700    07/01/00           200
     1,100    Puerto Rico Commonwealth Trans, Ser. A-1 ...................................     4.750    07/01/00         1,100
     1,000    University Athletic Association, FL, Capital Impt. Rev
                (Univ. of Florida Stadium Proj.) .........................................     4.750    07/01/00         1,000
       900    Eddyville, IA, IDR (Heartland Lysine, Inc.) ................................     5.350    07/05/00           900
       700    San Rafael, CA, IDR Bonds (Phoenix American Inc.) ..........................     5.000    07/05/00           700
     1,100    Scio Twnp., MI, EDR ........................................................     4.900    07/05/00         1,100
       505    Brooklyn Park, MN, IDR (Schmidt Proj.) .....................................     5.050    07/06/00           505
       475    Frankfort, MN, IDR, Ser. 1995 (J&B, Inc.) ..................................     5.050    07/06/00           475
       245    Frankfort, MN, IDR, Ser. 1995 (J&B, Inc.) ..................................     5.300    07/06/00           245
       649    Franklin Park, IL, Rev., Ser. 1994 (A.M. Castle & Co. Proj.) ...............     5.150    07/06/00           649
     1,395    Harvard, IL, Health Care Fac. Rev., Ser. 1998
                (Harvard Memorial Hosp. Proj.) ...........................................     4.950    07/06/00         1,395
       200    Hope, AR, IDR, Ser. A (Champion Parts, Inc. Proj.) .........................     5.150    07/06/00           200
       973    Kansas City, MO, IDR (A.M. Castle & Co. Proj.) .............................     5.150    07/06/00           973
     1,235    Mankato, MN, IDR, Ser. 1998 (Sacco Family LP Proj.) ........................     5.200    07/06/00         1,235
     1,000    Payne Co., OK, EDR, Ser. A (Collegiate Hsg. Foundation) ....................     4.750    07/06/00         1,000
       188    Rosemont, IL. IDR, (A.M. Castle & Co. Proj.) ...............................     5.150    07/06/00           188
       660    Wakarusa, IN, EDR (MMM-Invest Inc. Proj.) ..................................     5.000    07/06/00           660
----------                                                                                                          ----------
$   13,025    TOTAL FLOATING & VARIABLE DEMAND NOTES
----------    (Amortized Cost $13,025) ...................................................                          $   13,025
                                                                                                                    ----------

------------------------------------------------------------------------------------------------------------------------------
 PRINCIPAL                                                                                                            MARKET
  AMOUNT                                                                                      COUPON    MATURITY       VALUE
 (000'S)      ADJUSTABLE RATE PUT BONDS-- 26.4%                                                RATE       DATE        (000'S)
------------------------------------------------------------------------------------------------------------------------------

$      620    Lexington-Fayette Co., KY, Urban Govt. Rev. (Providence Montessori) ........     4.250    07/01/00    $      620
       505    Buckeye Tax-Exempt Mtg. Bond Trust .........................................     4.520    08/01/00           503
     1,110    Summit Co., OH, IDR (S.D. Myers Inc. Proj.) ................................     4.350    08/15/00         1,110
       200    Fairfield, OH, IDR ARPB (Skyline Chili, Inc. Proj.) ........................     5.000    09/01/00           200
     1,200    Owensboro, KY, IDR, Ser. 1985 (Dart Container) .............................     4.700    09/01/00         1,200
       270    Portage Co., OH, IDR (Neidlinger Proj.) ....................................     4.600    09/01/00           270
       255    Summit Co., OH, IDR (Keltec Inc. Proj.) ....................................     4.600    09/01/00           255
       500    Summit Co., OH, IDR (Struktol Co. America Proj.) ...........................     4.600    09/01/00           500
       265    Summit Co., OH, IDR (Triscari Proj.) .......................................     4.600    09/01/00           265
       140    Cuyahoga Co.,OH, IDR (Halle Office Bldg.) ..................................     4.510    10/01/00           140
       120    Richland Co., OH, IDR (Robon Partnership Proj.) ............................     4.650    10/01/00           120
       465    Summit Co., OH, IDR (L & W Mfg. Proj.) .....................................     4.650    10/01/00           465
     1,000    Westmoreland Co., PA, IDR (White Consolidated Industries) ..................     5.170    12/01/00         1,000
----------                                                                                                          ----------
$    6,650    TOTAL ADJUSTABLE RATE PUT BONDS (AMORTIZED COST $6,648) ....................                          $    6,648
----------                                                                                                          ----------

$   25,131    TOTAL INVESTMENT SECURITIES-- 99.8%
==========    (Amortized Cost $25,132) ...................................................                          $   25,132

              OTHER ASSETS IN EXCESS OF LIABILITIES-- 0.2% ...............................                                  62
                                                                                                                    ----------

              NET ASSETS-- 100.0% ........................................................                          $   25,194
                                                                                                                    ==========
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
CALIFORNIA TAX-FREE MONEY FUND
PORTFOLIO OF INVESTMENTS
JUNE 30, 2000
==============================================================================================================================
 PRINCIPAL                                                                                                            MARKET
  AMOUNT      FIXED RATE REVENUE &                                                            COUPON    MATURITY       VALUE
 (000'S)      GENERAL OBLIGATION BONDS-- 27.6%                                                 RATE       DATE        (000'S)
------------------------------------------------------------------------------------------------------------------------------

<S>           <C>                                                                              <C>      <C>         <C>
$      200    California Health Fac. Fin. Auth. Rev., Ser. B (Catholic Health Facs.) .....     4.250    07/01/00    $      200
       155    California Health Fac. Fin. Auth. Rev., Ser. B (Children's Hosp.),
                Prerefunded @ 102 ........................................................     6.500    07/01/00           158
       200    Los Angeles Co., CA, Trans. Comm. Sales Tax Rev.,
                Ser. A (Proposition C) ...................................................     5.500    07/01/00           200
       400    Los Angeles Co., CA, Trans. Comm. Sales Tax Rev., Ser. B ...................     5.600    07/01/00           400
       500    Puerto Rico Commonwealth Public Impt. GO, Ser. B ...........................     5.500    07/01/00           500
       165    Sacramento, CA, Utility Dist. Rev., Ser. 7 .................................     5.000    07/01/00           165
       200    Sacramento, CA, Utility Dist. Rev., Ser. 7 .................................     5.850    07/01/00           200
       335    San Francisco, CA, Bay Area Rapid Trans. Dist. Sales Tax Rev.,
                Prerefunded @ 102 ........................................................     6.750    07/01/00           342
       350    Southern California Rapid Trans. Dist. COP (Workers Comp.) .................     7.625    07/01/00           350
     1,000    Fremont, CA, USD, Alameda Co. TRANS ........................................     4.000    07/28/00         1,000
       255    Berkeley, CA, USD GO, Ser. D ...............................................     8.250    08/01/00           256
       100    California St. Dept. of Veteran Affairs Home Purchase Rev., Ser. A .........     6.450    08/01/00           100
       250    California St. GO ..........................................................     5.000    08/01/00           250
       800    California St. GO ..........................................................     6.900    08/01/00           802
       200    Castaic Lake, CA, COP Water Sys. Impt. Rev .................................     6.750    08/01/00           201
       365    Jefferson, CA, USD GO, Ser. A ..............................................     5.750    08/01/00           366
       160    Long Beach, CA USD GO, Ser. A ..............................................     7.500    08/01/00           161
     1,040    Los Angeles Co.,CA, Schools Regionalized Business Svcs. Rev., Ser. A .......     0.000    08/01/00         1,037
       300    Paso Robles, CA, Joint USD COP .............................................     4.500    08/01/00           300
       185    San Lorenzo, CA, USD COP ...................................................     4.000    08/01/00           185
       110    San Marcos, CA, Public Fac. Auth. Tax Rev., Ser. A .........................     4.500    08/01/00           110
       175    Santa Paula, CA, USD GO, Prerefunded @ 102 .................................     7.200    08/01/00           184
       100    Orange Co., CA, Water Dist., Prerefunded @ 102 .............................     7.000    08/15/00           102
       100    California St. GO ..........................................................     5.700    09/01/00           100
       100    California St. Public Works Board Lease Rev. Ser. A Prerefunded @ 102 ......     7.000    09/01/00           103
       625    Corona, CA, Comnty Fac. Dist. Ref. Special Tax .............................     4.000    09/01/00           625
       320    Fontana, CA, Special Tax Ref. Comnty Fac. Dist. Special Tax, Ser. A ........     4.000    09/01/00           320
       300    Los Angeles, CA, GO, Ser. A ................................................     5.100    09/01/00           301
       205    San Bernardino, CA Joint Powers Fin. Auth. COP (Police Station Proj.) ......     3.700    09/01/00           205
       100    San Francisco, CA, City & Co. COP ..........................................     5.300    09/01/00           100
       250    West Covina, CA COP Ref. (Civic Center Proj.) ..............................     5.250    09/01/00           251
       150    California Educational Facs. Auth. Rev.,
                (Univ. of San Diego Proj.) Prerefunded @ 102 .............................     6.750    10/01/00           154
       100    California St. Veterans GO, Ser. AS ........................................    10.000    10/01/00           102
       165    Kern Co., CA, COP Capital Impt. Proj. COP ..................................     4.000    11/01/00           165
       175    Sacramento, CA, Redevelopment Agcy. Tax Alloc. Rev.,
                Ser. A Prerefunded @ 102 .................................................     6.500    11/01/00           180
       875    Los Angeles, CA, Wastewater Sys. Rev., Series D Prerefunded @ 102 ..........     6.700    12/01/00           902
       395    Santa Ana, CA, Comnty Redevelopment Agcy. Prerefunded @ 102 ................     6.500    12/15/00           407
       590    Santa Ana, CA, Comnty Redevelopment Agcy. Prerefunded @ 102 ................     6.500    12/15/00           608


<PAGE>

CALIFORNIA TAX-FREE MONEY FUND (CONTINUED)
==============================================================================================================================
 PRINCIPAL                                                                                                            MARKET
  AMOUNT      FIXED RATE REVENUE &                                                            COUPON    MATURITY       VALUE
 (000'S)      GENERAL OBLIGATION BONDS-- 27.6% (CONTINUED)                                     RATE       DATE        (000'S)
------------------------------------------------------------------------------------------------------------------------------

$      210    Santa Ana, CA, Comnty Redevelopment Agcy. Tax Allocation,
                Ser. B, Prerefunded @ 102 ................................................     6.500    12/15/00    $      216
       280    Jefferson, CA, USD GO, Ser. A ..............................................     5.750    02/01/01           283
       100    Walnut Valley, CA, USD GO, Ser. A ..........................................     6.250    02/01/01           101
       100    Contra Costa, CA, Trans. Auth. Sales Tax Rev., Ser. A ......................     4.800    03/01/01           101
       155    San Francisco, CA, City & Co. Arpt. Comm. Intl. Rev ........................     6.100    05/01/01           158
       100    Stanislaus Co., CA, COP Ref. Capital Impt. Ser. A ..........................     4.375    05/01/01           100
       315    San Francisco, CA, City & Co. COP ..........................................     7.375    06/15/01           324
     2,000    Los Angeles Co., CA, School Pooled Fin. Prog. COP Ser. A ...................     5.000    07/02/01         2,014
     1,000    California School Cash Reserve Prog. Auth. Pooled Loan, Ser. A .............     5.250    07/03/01         1,009
       960    Fremont, CA, USD ...........................................................     5.000    07/10/01           968
----------                                                                                                          ----------
$   17,215    TOTAL FIXED RATE REVENUE & GENERAL OBLIGATION BONDS
----------    (Amortized Cost $17,366) ...................................................                          $   17,366
                                                                                                                    ----------

------------------------------------------------------------------------------------------------------------------------------
 PRINCIPAL                                                                                                            MARKET
  AMOUNT                                                                                      COUPON    MATURITY       VALUE
 (000'S)      FLOATING & VARIABLE DEMAND NOTES-- 78.0%                                         RATE       DATE        (000'S)
------------------------------------------------------------------------------------------------------------------------------

$      600    California Health Fac. Fin. Auth. Rev., Ser. A .............................     4.000    07/01/00    $      600
       800    California PCR Fin. Auth. Rev., Ser.B (Southern CA Edison) .................     4.400    07/01/00           800
       400    California PCR Fin. Auth. Ser. A (Pacific Gas & Electric) ..................     4.000    07/01/00           400
     1,600    Chula Vista, CA, IDR Ser. A (San Diego Gas & Elec. Co.) ....................     4.350    07/01/00         1,600
       200    M-S-R Public Power Agency, CA, Rev., Ser. F (San Juan Proj.) ...............     4.150    07/01/00           200
       600    Montebello, CA, IDA IDR (Sunclipse Proj.) ..................................     4.100    07/01/00           600
       500    Newport Beach, CA, Rev., (Hoag Memorial Presbyterian Hosp.) ................     4.250    07/01/00           500
     1,800    Newport Beach, CA, Rev., Ser. A (Hoag Memorial Hosp.) ......................     4.250    07/01/00         1,800
     3,000    Newport Beach, CA, Rev., Ser. B (Hoag Memorial Hosp.) ......................     4.250    07/01/00         3,000
     5,600    Newport Beach, CA, Rev., Ser. C (Hoag Memorial Hosp.) ......................     4.250    07/01/00         5,600
     1,900    Orange Co., CA, Sanitation Dist. COP, Ser. C ...............................     4.000    07/01/00         1,900
     3,000    Puerto Rico Commonwealth Trans, Ser. A-1 ...................................     4.750    07/01/00         3,000
       700    Riverside, CA, IDA IDR Issue A (Sunclipse Inc. Proj.) ......................     4.100    07/01/00           700
       390    San Dimas CA, Redevelopment Agcy. Rev., Ser. 1983
                (San Dimas Commerce Center) ..............................................     4.400    07/01/00           390
     2,000    ABAG Fin. Auth. Nonprofit Corps. MFH Rev., Ser. A
                (Vintage Chateau Proj.) ..................................................     5.000    07/05/00         2,000
     2,000    ABN AMRO Munitops Trust Cert. (San Diego, CA) ..............................     4.470    07/05/00         2,000
     2,000    ABN AMRO Munitops Trust Cert., Ser. 1999-7 .................................     4.470    07/05/00         2,000
       700    California School Fac. Fin. Corp. COP, Ser. B ..............................     4.400    07/05/00           700
       480    California Statewide Cmntys. Dev. Corp. IDR ................................     4.750    07/05/00           480
       180    California Statewide Comnty. Dev Corp Rev ..................................     4.750    07/05/00           180
       300    Huntington Park, CA, Public Fin. Auth. Lease Rev. Parking Proj., Ser. A ....     4.950    07/05/00           300
     1,545    Oxnard CA, IDA IDR (Van R. Dental Prods, Inc.) .............................     4.750    07/05/00         1,545
     2,800    San Rafael, CA, IDR Bonds (Phoenix American Inc.) ..........................     5.000    07/05/00         2,800
     1,600    Vacaville, CA, IDA IDR (Leggett & Platt, Inc.) Ser. B ......................     4.650    07/05/00         1,600
     1,400    Alameda Co., CA, IDR (Bat Prop. LLC Proj.) Ser. 1998A ......................     4.400    07/06/00         1,400


<PAGE>

CALIFORNIA TAX-FREE MONEY FUND (CONTINUED)
==============================================================================================================================
 PRINCIPAL                                                                                                            MARKET
  AMOUNT                                                                                      COUPON    MATURITY       VALUE
 (000'S)      FLOATING & VARIABLE DEMAND NOTES-- 78.0% (CONTINUED)                             RATE       DATE        (000'S)
------------------------------------------------------------------------------------------------------------------------------

$      500    California Health Fac. Fin. Auth. Rev., Ser. B Adventist Health Sys ........     4.400    07/06/00    $      500
     1,400    Hanford, CA, Sewer Rev., Ser. A ............................................     4.750    07/06/00         1,400
     2,000    Los Angeles, CA, Dept. of Water And Power Electric Rev. Ser. A .............     4.250    07/06/00         2,000
       100    Petaluma, CA, Cmnty. Dev. MFH Rev., Ser. A .................................     4.400    07/06/00           100
     1,000    San Bernardino Co., CA, Capital Impt. Refinancing Proj. COP ................     4.750    07/06/00         1,000
     1,300    San Bernardino Co., CA, COP, Prerefunded @ 102 .............................     4.420    07/06/00         1,300
       900    San Bernardino, CA, IDR (La Quinta Motor Inns) .............................     4.800    07/06/00           900
     2,250    San Diego Co., CA, IDA (Apogee Enterprises, Inc.) Ser. A ...................     4.950    07/06/00         2,250
       400    California PCR Fin. Auth. Rev. Ser. 83 (Southdown, Inc.) ...................     4.500    07/15/00           400
     3,100    California PCR Fin. Auth. Rev., Ser. B (Southdown, Inc.) ...................     4.500    07/15/00         3,100
$   49,045    TOTAL FLOATING & VARIABLE DEMAND NOTES (AMORTIZED COST $49,045) ............                          $   49,045
----------                                                                                                          ----------
$   66,260    TOTAL INVESTMENT SECURITIES-- 105.6%
==========    (Amortized Cost $66,411) ...................................................                          $   66,411

              LIABILITIES IN EXCESS OF OTHER ASSETS-- (5.6%) .............................                              (3,511)
                                                                                                                    ----------

              NET ASSETS-- 100.0% ........................................................                          $   62,900
                                                                                                                    ==========
</TABLE>

See  accompanying  notes to  financial  statements  and notes to  portfolios  of
investments.


<PAGE>

<TABLE>
<CAPTION>
OHIO TAX-FREE MONEY FUND
PORTFOLIO OF INVESTMENTS
JUNE 30, 2000
==============================================================================================================================
 PRINCIPAL                                                                                                            MARKET
  AMOUNT      FIXED RATE REVENUE &                                                            COUPON    MATURITY       VALUE
 (000'S)      GENERAL OBLIGATION BONDS-- 30.2%                                                 RATE       DATE        (000'S)
------------------------------------------------------------------------------------------------------------------------------

<S>           <C>                                                                              <C>      <C>         <C>
$    1,250    American Municipal Power Sys. Impt. Rev. BANS (Deshler, OH, Proj.) .........     4.000    07/10/00    $    1,250
     1,000    American Municipal Power Sys. Impt. Rev. BANS
                (Village of New Breman Proj.) ............................................     3.700    07/10/00         1,000
     2,350    American Municipal Power Sys. Impt. Rev. BANS (Montpelier Village Proj.) ...     4.000    07/13/00         2,350
     6,997    Morgan, OH, LSD Impt. GO BANS, Ser. 1999 ...................................     4.520    07/14/00         6,998
       520    Allen Co., OH, GO BANS Ser. 1999 ...........................................     4.300    07/20/00           520
     2,000    Niles City, OH, Water Line Impt. GO BANS ...................................     4.150    07/20/00         2,000
     1,800    American Municipal Power Sys. Impt. Rev. BANS (Wapakoneta Proj.) ...........     3.750    07/27/00         1,800
     1,500    Athens, OH, CSD GO BANS ....................................................     4.780    07/27/00         1,501
     6,000    American Municipal Power Sys. Impt. Rev. BANS (City of Bryan Proj.) ........     3.900    08/25/00         6,000
     1,200    Lisbon, OH, Exempted Village School Dist. Impt. GO BANS, Ser. 1999 .........     3.800    08/31/00         1,200
       900    Springboro, OH, Street Impt. GO BANS .......................................     3.960    09/07/00           900
     2,000    Springdale, OH, Street Impt. GO BANS .......................................     3.800    09/14/00         2,000
       700    Lorain Co., OH, Various Purpose GO BANS, Ser. 1999 .........................     4.000    09/15/00           700
     4,574    Lorain Co., OH, Various Purpose GO BANS, Ser. 1999 .........................     4.000    09/15/00         4,576
       500    North Ridgeville, OH, Road Impt. GO BANS, Ser. 2000 ........................     4.950    10/19/00           501
     1,795    Bluffton Village, OH, Water Sys. Rev. BANS .................................     4.450    10/26/00         1,797
     3,000    Mariemont, OH, CSD GO BANS .................................................     4.840    10/31/00         3,005
     2,200    American Municipal Power Sys. Impt. Rev. BANS (Pioneer Village Proj.) ......     4.200    11/02/00         2,200
       500    Cleveland-Cuyahoga Co., OH, Port Auth. TANS ................................     3.700    11/15/00           499
       600    Marysville, OH, Various Purpose GO BANS ....................................     4.210    11/16/00           601
     2,015    Marysville, OH, Various Purpose GO BANS ....................................     4.460    11/16/00         2,017
     3,350    Marysville, OH, Various Purpose GO BANS ....................................     5.050    11/16/00         3,354
     3,120    Marysville, OH, Various Purpose GO BANS, Ser. 2000C-1 ......................     4.500    11/16/00         3,123
     2,325    Marysville, OH, Various Purpose GO BANS, Ser. 2000D ........................     4.500    11/16/00         2,327
     2,075    Belmont Co., OH, Sanitary Sewer Impt. GO BANS ..............................     4.210    11/21/00         2,077
     2,000    American Municipal Power Sys. Impt. Rev. BANS (Bowling Green, OH, Proj.) ...     4.100    12/01/00         2,000
     4,000    American Municipal Power Sys. Impt. Rev. BANS (Shelby Proj.) ...............     4.300    12/01/00         4,000
       400    Cincinnati, OH, Public Impt. GO ............................................     4.500    12/01/00           401
     3,000    Dayton, OH, Airport Impt. GO BANS ..........................................     4.600    12/01/00         3,005
       590    Garfield Heights, OH, Various Purpose GO BANS ..............................     7.050    12/01/00           608
     1,000    Springboro, OH, Various Purpose GO BANS, Ser. 1999 .........................     4.260    12/07/00         1,001
     2,126    Union-Scioto, OH, LSD Classroom Fac. GO BANS ...............................     4.900    12/08/00         2,132
       940    Clermont Co., OH, Road Impt. GO BANS .......................................     4.300    12/14/00           941
     2,000    Canton, OH, CSD GO BANS ....................................................     4.625    12/15/00         2,003
     9,500    American Municipal Power Sys.Equipment Rev. BANS
                (Distributive Generation Proj.) ..........................................     5.250    01/19/01         9,464
     1,645    Marysville OH, GO (Acquisition Notes) ......................................     5.010    01/25/01         1,647
     1,685    Marysville, OH, Various Purpose GO BANS, Ser. 2000 .........................     4.470    01/25/01         1,687
     4,700    Hebron, OH, Sanitary Sewer Sys. Rev ........................................     5.100    02/15/01         4,714
     1,150    Mason, OH, CSD School Impt. GO BANS, Ser. 2000 .............................     4.630    02/15/01         1,153
       400    Portsmouth, OH, Water Line Fin. GO BANS ....................................     4.600    02/28/01           400
     2,000    Beachwood, OH, Various Purpose GO BANS .....................................     4.500    03/01/01         2,004


<PAGE>

OHIO TAX-FREE MONEY FUND (CONTINUED)
==============================================================================================================================
 PRINCIPAL                                                                                                            MARKET
  AMOUNT      FIXED RATE REVENUE &                                                            COUPON    MATURITY       VALUE
 (000'S)      GENERAL OBLIGATION BONDS-- 30.2% (CONTINUED)                                     RATE       DATE        (000'S)
------------------------------------------------------------------------------------------------------------------------------

$    7,560    American Municipal Power Sys. Impt. Rev. BANS (Wadsworth Proj.) ............     4.950    03/15/01    $    7,583
       265    Marysville, OH, Various Purpose GO BANS ....................................     4.610    03/15/01           265
       200    Marysville, OH, Various Purpose GO BANS ....................................     5.260    03/15/01           200
       300    Archbold, OH, Various Purpose GO BANS ......................................     4.950    03/22/01           301
     1,270    Deerfield Township, OH, Park Land Acquisition GO BANS ......................     4.759    03/28/01         1,273
     1,500    Ross Co., OH, Bldg. Auth. Acquisiton GO BANS ...............................     4.750    05/16/01         1,500
     1,200    Hebron, OH, Municipal Building GO BANS .....................................     5.030    05/17/01         1,200
     1,100    Williard City, OH, Street Impt. GO BANS ....................................     5.300    05/24/01         1,104
----------                                                                                                          ----------
$  104,802    TOTAL FIXED RATE REVENUE & GENERAL OBLIGATION BONDS
----------    (Amortized Cost $104,882) ..................................................                          $  104,882
                                                                                                                    ----------


------------------------------------------------------------------------------------------------------------------------------
 PRINCIPAL                                                                                                            MARKET
  AMOUNT                                                                                      COUPON    MATURITY       VALUE
 (000'S)      FLOATING & VARIABLE DEMAND NOTES-- 62.2%                                         RATE       DATE        (000'S)
------------------------------------------------------------------------------------------------------------------------------

$    2,015    Cuyahoga Co., OH, Econ. Dev. Rev ...........................................
                (The Cleveland Orchestra Proj.) ..........................................     4.500    07/01/00    $    2,015
     5,680    Cuyahoga Co., OH, Hosp. Rev., Ser. 1997D
                (Cleveland Clinic Foundation) ............................................     4.550    07/01/00         5,680
     3,715    Cuyahoga Co., OH, IDR (S&R Playhouse Realty) ...............................     4.750    07/01/00         3,715
     3,700    Delaware Co., OH, IDR (Radiation Sterilizers, Inc.) ........................     4.500    07/01/00         3,700
     1,565    Franklin Co., OH, IDR (Capitol South) ......................................     4.750    07/01/00         1,565
     1,200    Franklin Co., OH, IDR (Jacobsen Stores) ....................................     4.750    07/01/00         1,200
     4,500    Montgomery Co., OH, (Miami Valley Hosp.) ...................................     4.500    07/01/00         4,500
     2,700    Muskingum Co., OH, IDR (Elder-Beerman) .....................................     4.450    07/01/00         2,700
     2,550    Ohio St. Air Quality Dev. Auth. Rev. (CG&E), Ser. A ........................     4.500    07/01/00         2,550
     2,900    Ohio St. Air Quality Dev. Auth. Rev. (Mead Corp.) ..........................     4.450    07/01/00         2,900
     1,000    Ohio St. Air Quality Dev. Auth. Rev., Ser. 1985A (CG&E) ....................     4.750    07/01/00         1,000
     9,000    Ohio St. Air Quality Dev. Auth. Rev., Ser. 2000A ...........................     4.550    07/01/00         9,000
       500    Ohio St. Environmental Impt. Rev. (U.S. Steel Corp. Proj.) .................     4.450    07/01/00           500
     1,110    Ohio St. PCR (Sohio Water Proj.) ...........................................     4.500    07/01/00         1,110
     6,900    Puerto Rico Commonwealth Trans, Ser. A-1 ...................................     4.750    07/01/00         6,900
     7,000    ABN AMRO Munitops Trust Cert. 1998-I8 (Cleveland Water Works) ..............     4.720    07/05/00         7,000
       425    Brunswick, OH, IDR, Ser. A (Kindercare) ....................................     4.750    07/05/00           425
       930    Centerville, OH, Health Care Rev. (Bethany Memorial) .......................     4.850    07/05/00           930
     1,280    Clermont Co., OH, Hosp. Fac. Rev. Ser. 1996A ...............................     4.850    07/05/00         1,280
     6,211    Clermont Co., OH, Hosp. Fac. Rev., Ser. B (Mercy Health Sys. Proj.) ........     4.950    07/05/00         6,211
     7,000    Clinton Co., OH, Hosp. Rev. Pooled Fin. Prog ...............................     4.850    07/05/00         7,000
     2,140    Cuyahoga Co., OH, Educ. Fac. Rev., Ser. 1998
                (United Cerebral Palsy Assoc.) ...........................................     4.850    07/05/00         2,140
       845    Cuyahoga Co., OH, IDR (Pleasant Lake Assoc.) ...............................     4.850    07/05/00           845
       800    Delaware Co., OH, IDR, Ser. 1985 (MRG Ltd. Proj.) ..........................     5.000    07/05/00           800
     1,990    Erie Co., OH, IDR (Toft Dairy, Inc.) .......................................     4.850    07/05/00         1,990
       980    Franklin Co., OH, IDR Ser. A (Kindercare) ..................................     4.750    07/05/00           980
       564    Franklin Co., OH, IDR Ser. D (Kindercare) ..................................     4.750    07/05/00           564


<PAGE>

OHIO TAX-FREE MONEY FUND (CONTINUED)
==============================================================================================================================
 PRINCIPAL                                                                                                            MARKET
  AMOUNT                                                                                      COUPON    MATURITY       VALUE
 (000'S)      FLOATING & VARIABLE DEMAND NOTES-- 62.2% (CONTINUED)                             RATE       DATE        (000'S)
------------------------------------------------------------------------------------------------------------------------------

$    1,120    Greene Co., OH, Health Care Fac. Rev. (Green Oaks Proj.) ...................     4.850    07/05/00    $    1,120
       200    Hamilton Co., OH, Hosp. Fac. Rev., Ser. F ..................................     4.850    07/05/00           200
                (Health Alliance of Greater Cincinnati)
     1,040    Hamilton, Co., OH, Health Care Fac. Rev. (Aloysius Orphanage Proj.) ........     4.850    07/05/00         1,040
       375    Hudson Village, OH, IDR, Ser. A (Kindercare) ...............................     4.750    07/05/00           375
       725    Huron Co., OH, Rev. (Norwalk Furniture Corp.) ..............................     4.850    07/05/00           725
       900    Lorain Co., OH, Hosp. Fac. Rev. (Catholic Healthcare Partners) .............     4.850    07/05/00           900
     1,865    Lorain Co., OH, IDR (EMH Med. Ctr. Proj.) ..................................     4.850    07/05/00         1,865
       494    Lorain Co., OH, IDR, Ser. C (Kindercare) ...................................     4.750    07/05/00           494
       935    Lucas Co., OH, IDR, Ser. D (Kindercare) ....................................     4.750    07/05/00           935
       300    Medina, OH, IDR (Kindercare) ...............................................     4.750    07/05/00           300
       800    Meigs Co., OH, IDR, Ser. 1985 (MRG Ltd. Proj.) .............................     5.000    07/05/00           800
       287    Middletown, OH, IDR, Ser. A (Kindercare) ...................................     4.750    07/05/00           287
       945    Monroe, OH, IDR, Ser. 1985 (Magnode Corp.) .................................     4.800    07/05/00           945
     2,000    Montgomery Co., OH, EDR (Dayton Art Institute) .............................     4.750    07/05/00         2,000
       340    Montgomery Co., OH, IDR (Kindercare) .......................................     4.750    07/05/00           340
       360    Montgomery Co.,OH, Health Care Rev., Ser. A ................................     4.850    07/05/00           360
                (Dayton Area MRI Consortium)
     1,000    Morrow Co., OH, IDR (Field Container Corp.) ................................     4.800    07/05/00         1,000
     3,500    Ohio St. Higher Educ. Fac. Rev. (Kenyon College Proj.) .....................     4.750    07/05/00         3,500
     3,400    Ohio St. Higher Educ. Fac. Rev., Ser. 1992 .................................     4.750    07/05/00         3,400
     1,200    Ohio St. Water Dev. Auth. Rev. (Timken Co. Proj.) ..........................     4.800    07/05/00         1,200
       650    Orrville, OH, Hosp. Fac. Rev., Ser. 1990 (Orville Hosp.) ...................     4.800    07/05/00           650
       437    Stark Co., OH, IDR, Ser. D (Kindercare) ....................................     4.750    07/05/00           437
     3,200    Summit, OH, Civic Fac. Rev., Ser. 1997 (YMCA Proj.) ........................     4.850    07/05/00         3,200
       375    Wadsworth, OH, IDR (Kindercare) ............................................     4.750    07/05/00           375
       800    Wyandot Co., OH, IDR, Ser. 1985 (MRG Ltd. Proj.) ...........................     5.000    07/05/00           800
       375    Akron, Bath & Copley, OH, Joint Twnsp. Hosp. Rev ...........................     4.850    07/06/00           375
                (Visiting Nurse Svcs. Proj.)
     3,000    Ashtabula Co., OH, Hosp. Fac. Rev., Ser. 1995 ..............................     4.800    07/06/00         3,000
                (Ashtabula Co. Med. Ctr. Proj.)
     2,390    Butler Co., OH, Hosp. Fac. Rev. Ser. 1998A .................................     4.950    07/06/00         2,390
                (Berkeley Square Retirement Ctr. Proj.)
     6,965    Cleveland, OH, Waterworks Rev., Ser. 58 ....................................     4.870    07/06/00         6,965
     1,400    Clinton Co., OH, Hosp. Rev. (Clinton Memorial Hosp.) .......................     4.850    07/06/00         1,400
       500    Columbus, OH, GO Rev., Ser. 1 ..............................................     4.600    07/06/00           500
     2,100    Columbus, OH, GO, Ser. 1 ...................................................     4.600    07/06/00         2,100
     2,000    Cuyahoga Co., OH, IDR Ser. 1989 (Motch Corp. Proj.) ........................     4.950    07/06/00         2,000
     3,500    Delaware Co., OH, Health Care Fac. Rev .....................................     4.920    07/06/00         3,500
     2,685    Franklin Co., OH, EDR (Dominican Sisters) ..................................     4.850    07/06/00         2,685
     3,460    Franklin Co., OH, EDR, Ser. 1998 (Unity Resource Center Proj.) .............     4.850    07/06/00         3,460
     1,170    Franklin Co., OH, Health Care Fac. Rev .....................................     4.850    07/06/00         1,170
     2,000    Franklin Co., OH, IDR (Alco Standard Corp.) ................................     4.800    07/06/00         2,000
       400    Franklin Co., OH, IDR (Columbus College) ...................................     4.850    07/06/00           400
     1,115    Franklin Co., OH, IDR (Ohio Girl Scouts) ...................................     4.850    07/06/00         1,115


<PAGE>

OHIO TAX-FREE MONEY FUND (CONTINUED)
==============================================================================================================================
 PRINCIPAL                                                                                                            MARKET
  AMOUNT                                                                                      COUPON    MATURITY       VALUE
 (000'S)      FLOATING & VARIABLE DEMAND NOTES-- 62.2% (CONTINUED)                             RATE       DATE        (000'S)
------------------------------------------------------------------------------------------------------------------------------

$    1,900    Geauga Co., OH, Health Care Fac. Rev., Ser. 1998A (Heather Hill Proj.) .....     4.870    07/06/00    $    1,900
     1,079    Hamilton Co., OH, EDR, Ser. 1995 ...........................................     4.950    07/06/00         1,079
                (Cincinnati Assoc. for the Performing Arts)
       100    Hamilton Co., OH, Hosp. Fac. (Children's Hospital) .........................     4.900    07/06/00           100
     3,000    Hamilton OH, MFH Rev., Ser. A (Knollwood Village Apts.) ....................     4.800    07/06/00         3,000
     2,000    Hamilton, OH, MFH Rev. (Knollwood Village Apts.) ...........................     4.800    07/06/00         2,000
     2,675    Hancock Co., OH, MFM Rev., Ser. A (Crystal Glen Apts. Proj. Phase II) ......     4.800    07/06/00         2,675
     6,605    Lima, OH, Hosp. Fac. & Impt. Rev., Ser. 1996 (Lima Memorial Hosp.) .........     4.850    07/06/00         6,605
       315    Lucas Co., OH, IDR (Associates Proj.) ......................................     4.950    07/06/00           315
       250    Lucas Co., OH, Rev. (Sunshine Children's Home) .............................     4.850    07/06/00           250
     1,850    Mahoning Co., OH, Health Care Fac. Rev. (Copeland Oaks) ....................     4.800    07/06/00         1,850
     1,265    Mahoning Co., OH, Health Care Fac. Rev. (Ohio Heart Institute) .............     4.850    07/06/00         1,265
     3,410    Marion Co., OH, Hosp. Impt. Rev. (Pooled Lease Proj.) ......................     4.800    07/06/00         3,410
       590    Marion Co., OH, Hosp. Impt. Rev. (Pooled Lease Proj.) ......................     4.800    07/06/00           590
       340    Marion Co., OH, Hosp. Impt. Rev. (Pooled Lease Proj.) ......................     4.900    07/06/00           340
     1,150    Mason, OH, Tax Increment Fin. Rev. (Central Park Proj.) ....................     4.970    07/06/00         1,150
     3,360    Montgomery Co., OH, Health Care Rev. (Comm. Blood Ctr. Proj.) ..............     4.850    07/06/00         3,360
     3,200    Montgomery Co., OH, Ltd. Oblig. Rev., Ser. 1996 ............................     4.800    07/06/00         3,200
                (St.Vincent de Paul Proj.)
     4,900    Ohio St. EDR, Ser. 1983 (Court St. Ctr. Assoc. Ltd. Proj.) .................     4.950    07/06/00         4,900
     4,100    Ohio St. Higher Educ. Fac. Rev. (Pooled Fin.) ..............................     4.850    07/06/00         4,100
     4,100    Ohio St. Higher Educ. Fac. Rev. (Pooled Fin.) ..............................     4.850    07/06/00         4,100
     4,800    Ohio St. Higher Educ. Fac. Rev. (Pooled Fin.) ..............................     4.850    07/06/00         4,800
       590    Ohio St. IDR, Ser. 1994 (A.M. Castle & Co. Proj.) ..........................     5.150    07/06/00           590
     1,110    Ohio St. Turnpike Rev., Ser. 71 ............................................     4.870    07/06/00         1,110
     1,755    Ottawa Co., OH, Hosp. Fac. Rev. (Luther Home of Mercy Proj.) ...............     4.850    07/06/00         1,755
       160    Pike Co., OH, EDR (Pleasant Hill) ..........................................     4.800    07/06/00           160
       800    Rickenbacker, OH, Port. Auth. Rev. (Rickenbacker Holdings, Inc.) ...........     4.850    07/06/00           800
     5,555    Sharonville, OH, IDR (Duke Realty Proj.) ...................................     4.850    07/06/00         5,555
     1,800    Summit Co., OH, Health Care Fac. Rev., Ser. 1997 (Evant, Inc. Proj.) .......     4.850    07/06/00         1,800
       630    Summit Co., OH, IDR (Go-Jo Indust., Inc. Proj.) ............................     4.850    07/06/00           630
     4,260    Trumbull Co., OH, Health Care Fac. Rev. (Shepherd of the Valley) ...........     4.800    07/06/00         4,260
     3,995    Univ. of Akron, OH, Gen. Rec., Ser. 165 ....................................     4.870    07/06/00         3,995
     1,210    Village of Andover, OH, Health Care Fac. Rev., Ser. 1996
                (D&M Realty Proj.) .......................................................     4.800    07/06/00         1,210
     1,600    Warren Co., OH, IDR (Liquid Container Proj.) ...............................     4.850    07/06/00         1,600
       850    Westlake, OH, IDR (Nordson Co.) ............................................     4.900    07/06/00           850
     1,400    Hamilton Co., OH, IDR (ADP System) .........................................     4.500    07/15/00         1,400
----------                                                                                                          ----------
$  216,212    TOTAL FLOATING & VARIABLE DEMAND NOTES
----------    (Amortized Cost $216,212) ..................................................                          $  216,212
                                                                                                                    ----------


<PAGE>

OHIO TAX-FREE MONEY FUND (CONTINUED)
==============================================================================================================================
 PRINCIPAL                                                                                                            MARKET
  AMOUNT                                                                                      COUPON    MATURITY       VALUE
 (000'S)      ADJUSTABLE RATE PUT BONDS-- 6.9%                                                 RATE       DATE        (000'S)
------------------------------------------------------------------------------------------------------------------------------

$    2,470    Perry Co., OH, Nursing Fac. Rev., Ser. 1996 ................................     3.700    09/01/00    $    2,470
                (New Lexington Health Corp. Proj.)
       590    Riverside, OH, EDR (Riverside Assoc. Ltd. Proj.) ...........................     4.250    09/01/00           590
     4,760    Cuyahoga Co.,OH, IDR (Halle Office Bldg.) ..................................     4.510    10/01/00         4,760
     1,135    Miami Valley, OH, Tax-Exempt Mtg. Rev. Ser. 1986 ...........................     4.880    10/15/00         1,135
     1,315    Clermont Co., OH, EDR (John Q. Hammons Proj.) ..............................     4.600    11/01/00         1,315
       550    Franklin Co., OH, IDR (GSW Proj.) ..........................................     4.400    11/01/00           550
     2,925    Ohio St. HFA MFH (Lincoln Park) ............................................     4.400    11/01/00         2,925
     3,275    Richland Co., OH, IDR (Mansfield Sq. Proj.) ................................     4.500    11/15/00         3,275
       315    Cuyahoga Co., OH, Health Care Rev ..........................................     5.050    12/01/00           315
     4,690    Franklin Co., OH, IDR (Leveque & Assoc. Proj.) .............................     4.800    12/01/00         4,690
       975    Scioto Co., OH, Health Care Rev. (Hillview Retirement) .....................     4.800    12/01/00           975
       880    Gallia Co., OH, IDR (Jackson Pike Assoc.) ..................................     4.750    12/15/00           880
       185    Cincinnati & Hamilton Co., OH, Port Auth. EDR
----------      (Kenwood Office Assoc. Proj.) ............................................     3.600    08/01/01           185
                                                                                                                    ----------
$   24,065    TOTAL ADJUSTABLE RATE PUT BONDS (AMORTIZED COST $24,065) ...................                          $   24,065
----------                                                                                                          ----------

$  345,079    TOTAL INVESTMENT SECURITIES-- 99.3%
----------    (Amortized Cost $345,159) ..................................................                          $  345,159

              OTHER ASSETS IN EXCESS OF LIABILITIES-- 0.7% ...............................                               2,291
                                                                                                                    ----------

              Net Assets-- 100.0% ........................................................                          $  347,450
                                                                                                                    ==========
</TABLE>

See  accompanying  notes to  financial  statements  and notes to  portfolios  of
investments.


<PAGE>

<TABLE>
<CAPTION>
FLORIDA TAX-FREE MONEY FUND
PORTFOLIO OF INVESTMENTS
JUNE 30, 2000
==============================================================================================================================
 PRINCIPAL                                                                                                            MARKET
  AMOUNT      FIXED RATE REVENUE &                                                            COUPON    MATURITY       VALUE
 (000'S)      GENERAL OBLIGATION BONDS-- 22.7%                                                 RATE       DATE        (000'S)
------------------------------------------------------------------------------------------------------------------------------

<S>           <C>                                                                              <C>      <C>         <C>
$      100    Arizona St. Transportation Board, Ser. 1990 (Prerefunded @ 101) ............     6.750    07/01/00    $      101
       500    First Florida Governmental Fin. Commission, Rev., Ser. C ...................     5.900    07/01/00           500
     1,000    Florida St. Dept. of Natural Resources Preservation Rev ....................     4.500    07/01/00         1,000
       500    Seminole Co., FL, School Dist. TANS ........................................     4.000    07/28/00           500
       500    Lee Co., FL, School Board COP, Ser. A ......................................     6.200    08/01/00           501
       250    American Municipal Power Sys. Impt. BANS(City Of Bryan Proj.) ..............     4.750    08/25/00           250
        95    Louisiana St. GO Prerefunded @ 102 .........................................     7.125    09/01/00            98
       100    Jacksonville, FL, Excise Tax Rev ...........................................     3.900    10/01/00           100
       500    Pembroke Pines, FL, Capital Improvement Rev ................................     3.100    12/01/00           495
       500    American Municipal Power Sys. Equipment BANS
                (Distributive Generation Proj.) ..........................................     5.250    01/19/01           498
       100    Indian River Co., FL, Water & Sewer Rev ....................................     6.500    05/01/01           104
----------                                                                                                          ----------
$    4,145    TOTAL FIXED RATE REVENUE & GENERAL OBLIGATION BONDS
----------    (Amortized Cost $4,147) ....................................................                          $    4,147
                                                                                                                    ----------


------------------------------------------------------------------------------------------------------------------------------
 PRINCIPAL                                                                                                            MARKET
  AMOUNT                                                                                      COUPON    MATURITY       VALUE
 (000'S)      FLOATING & VARIABLE DEMAND NOTES-- 73.1%                                         RATE       DATE        (000'S)
------------------------------------------------------------------------------------------------------------------------------

$      800    Collier Co., FL, Health Fac. Auth. Hosp. Rev. (Cleveland Clinic) ...........     4.500    07/01/00    $      800
       800    Hillsborough Co., FL, PCR (Tampa Elec. Co. Proj.) ..........................     4.550    07/01/00           800
     1,000    Idaho HFA Rev., Ser. 1995 (St. Lukes Regional Hosp.) .......................     4.600    07/01/00         1,000
     1,000    Martin Co., FL, PCR (Florida Power & Light) ................................     4.600    07/01/00         1,000
       475    Volusia Co., FL, HFA MFH Rev., Ser. H (Sun Pointe Apts.) ...................     5.100    07/04/00           475
       900    Brevard Co. FL, HFA MFH Rev. Ser. B
                (Malabar Lakes & Park Village) ...........................................     4.850    07/05/00           900
       300    Broward Co., FL, HFA MFH Rev. (Margate Invts. Proj.) .......................     4.850    07/05/00           300
       100    Clermont Co., OH, Hosp. Fac. Rev., Ser. B
                (Mercy Health Sys. Proj.) ................................................     4.950    07/05/00           100
       180    Florida HFA MFH Rev., Ser. EEE (Carlton Arms II Proj.) .....................     4.850    07/05/00           180
       100    Florida Housing Fin. Corp. MFH Rev .........................................     4.800    07/05/00           100
       600    Florida Housing Fin. Corp. Rev., (Oaks at Regency) .........................     4.800    07/05/00           600
       500    Lee Co., FL, IDR Educ. Fac. Rev. (Canterbury School Proj.) .................     4.800    07/05/00           500
       900    Manatee Co., FL, HFA MFH Rev. (Harbour Proj. B) ............................     4.600    07/05/00           900
       900    Palm Beach Co., FL, Rev. (Henry Morrison Flagler Proj.) ....................     4.700    07/05/00           900
       225    Putnam Co., FL, Dev. Auth. PCR, Ser. 1984D
                (Seminole Elec. Coop.) ...................................................     4.850    07/05/00           225
       900    St. Petersburg, FL, HFA Rev. Ser. 1997 (Menorah Manor Proj.) ...............     4.750    07/05/00           900
     1,000    Jacksonville, FL, Health Fac. Rev. (Faculty Practice Assoc.) ...............     4.800    07/06/00         1,000
     1,150    Jacksonville, FL, Health Fac. Rev. (River Garden) ..........................     4.850    07/06/00         1,150
     1,500    ABN AMRO Munitops Trust Cert., Ser. 1998-8 .................................     4.800    07/08/00         1,500
----------                                                                                                          ----------
$   13,330    TOTAL FLOATING & VARIABLE DEMAND NOTES
----------    (Amortized Cost $13,330) ...................................................                          $   13,330
                                                                                                                    ----------


<PAGE>

FLORIDA TAX-FREE MONEY FUND (CONTINUED)
==============================================================================================================================
 PRINCIPAL                                                                                                            MARKET
  AMOUNT                                                                                      COUPON    MATURITY       VALUE
 (000'S)      ADJUSTABLE RATE PUT BONDS-- 3.3%                                                 RATE       DATE        (000'S)
------------------------------------------------------------------------------------------------------------------------------

$      600    Putnam Co., FL, Dev. Auth. PCR, Ser. H-1 (Seminole Elec. Coop.) ............     4.350    12/15/00    $      600
----------    (Amortized Cost $600)

$   18,075    TOTAL INVESTMENT SECURITIES-- 99.1% (Amortized Cost $18,077) ...............                          $   18,077
==========

              OTHER ASSETS IN EXCESS OF LIABILITIES-- 0.9% ...............................                                 167
                                                                                                                    ----------

              NET ASSETS-- 100.0% ........................................................                          $   18,244
                                                                                                                    ==========
</TABLE>

See  accompanying  notes to  financial  statements  and notes to  portfolios  of
investments.


<PAGE>

<TABLE>
<CAPTION>
TAX-FREE INTERMEDIATE TERM FUND
PORTFOLIO OF INVESTMENTS
JUNE 30, 2000
==============================================================================================================================
 PRINCIPAL                                                                                                            MARKET
  AMOUNT                                                                                      COUPON    MATURITY       VALUE
 (000'S)      MUNICIPAL OBLIGATIONS-- 98.5%                                                    RATE       DATE        (000'S)
------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                                                                              <C>      <C>         <C>
              ARIZONA -- 2.7%
$      600    Maricopa Co., AZ, School Dist. Rev., Ser. 1991C (Tempe Elem.) ..............     8.000    07/01/04    $      670
       300    Tucson, AZ, Water Dist. Rev ................................................     9.750    07/01/10           410
                                                                                                                    ----------
                                                                                                                         1,080
                                                                                                                    ----------
              CALIFORNIA -- 1.7%
       440    Sacramento Co., CA, MFH ARPB (Fairway One Apts.) ...........................     5.875    02/01/03           440
       250    California HFA Multi-Unit Rental Rev., Ser. B ..............................     6.500    08/01/05           257
                                                                                                                    ----------
                                                                                                                           697
                                                                                                                  ----------
              COLORADO -- 2.6%
       300    Highland Ranch, CO, Metro. Dist. GO, Ser. A ................................     5.000    12/01/10           287
       740    Broomfield, CO, Water Activity Enterprise Wtr Rev ..........................     5.300    12/01/11           752
                                                                                                                    ----------
                                                                                                                         1,039
                                                                                                                  ----------
              FLORIDA -- 9.7%
       500    Florida HFA MFH ARPB, Ser. 1978B (Hampton Lakes II Proj.) ..................     5.700    04/01/01           499
       750    Hillsborough Co., FL, Solid Waste Rev ......................................     5.500    10/01/06           771
       455    Pensacola, FL, Airport Rev., Ser. 1997B ....................................     5.400    10/01/07           465
     1,000    Pasco Co., FL, HFA MFH Rev., Ser. 1997B (Cypress Trail Apts.) ..............     5.500    06/01/08         1,006
     1,120    Florida HFA MFH Sr. Lien, Ser. I-1 .........................................     6.100    01/01/09         1,148
                                                                                                                    ----------
                                                                                                                         3,889
                                                                                                                  ----------
              ILLINOIS -- 1.4%
       500    Chicago, IL, Met Water Reclamation Dist Gtr Chicago ........................     7.000    01/01/11           574
                                                                                                                    ----------
              INDIANA -- 6.4%
     1,000    Indiana Bond Bank Special Prog. Rev., Ser. A-1 .............................     6.650    01/01/04         1,030
     1,000    Indiana Health Fac. Fin. Auth. Hosp. Rev. (Clarian Health Partners) ........     6.000    02/15/05         1,033
       500    Indiana HFA Multi-Unit Mtg. Prog. Rev., Ser. 1992A .........................     6.600    01/01/12           516
                                                                                                                    ----------
                                                                                                                       2,579
                                                                                                                  ----------
              IOWA -- 2.6%
       120    Cedar Rapids, IA, Hosp. Fac. Rev. (St. Luke's Methodist Hosp.),
                Prerefunded @ 102 ........................................................     6.000    08/15/03           126
       250    Iowa Student Loan Liquidity Corp. Rev ......................................     6.400    07/01/04           259
       280    Iowa HFA Rev., Ser. A ......................................................     6.500    07/01/06           285
       240    Iowa Student Loan Liquidity Corp. Rev ......................................     6.600    07/01/08           248
       130    Cedar Rapids, IA, Hosp. Fac. Rev. (St. Luke's Methodist Hosp.) .............     6.000    08/15/09           135
                                                                                                                    ----------
                                                                                                                        1,053
                                                                                                                  ----------
              LOUISIANA -- 1.1%
       440    Louisiana Public Fac. Auth. Rev. (Medical Ctr. of Louisiana) ...............     6.000    10/15/03           450
                                                                                                                    ----------
              MASSACHUSETTS -- 3.7%
       500    New England Educ. Loan Mkt. Corp. Rev., Ser. 1992A .........................     6.500    09/01/02           517
       500    New England Educ. Loan Mkt. Corp. Rev., Ser. 1992B .........................     6.600    09/01/02           518
       440    Massachusetts St. Indust. Fin. Agy. Rev., Ser. 1997 (Hudner Assoc.) ........     5.000    01/01/08           438
                                                                                                                    ----------
                                                                                                                         1,473
                                                                                                                    ----------


<PAGE>

TAX-FREE INTERMEDIATE TERM FUND (CONTINUED)
==============================================================================================================================
 PRINCIPAL                                                                                                            MARKET
  AMOUNT                                                                                      COUPON    MATURITY       VALUE
 (000'S)      MUNICIPAL OBLIGATIONS-- 98.5% (CONTINUED)                                        RATE       DATE        (000'S)
------------------------------------------------------------------------------------------------------------------------------

              MICHIGAN -- 2.4%
$      500    Detroit MI, GO Ref. Ser. B MBIA ............................................     6.375    04/01/07    $      533
       425    Battle Creek, MI, EDR (Kellogg Co. Proj.) ..................................     5.125    02/01/09           427
                                                                                                                    ----------
                                                                                                                           960
                                                                                                                    ----------

              MISSISSIPPI -- 1.3%
       500    Mississippi Higher Educ. Rev., Ser. B ......................................     6.100    07/01/01           507
                                                                                                                    ----------

              NEBRASKA -- 3.6%
       555    Nebraska Invest. Fin. Auth. Rev., Ser. 1989
                (Foundation for Educ. Fund), Escrowed to Maturity ........................     7.000    11/01/09           562
     1,000    Nebraska Gas Supply Rev., Ser. A (American Public Energy Agy.) .............     4.600    06/01/10           891
                                                                                                                    ----------
                                                                                                                         1,453
                                                                                                                    ----------

              NORTH CAROLINA-- 1.7%
       350    Carteret Co., NC, COP ......................................................     5.200    06/01/11           351
       350    Carteret Co., NC, COP ......................................................     5.300    06/01/13           349
                                                                                                                    ----------
                                                                                                                           700
                                                                                                                    ----------

              OHIO -- 43.2%
     1,400    Cuyahoga Co., OH, Hosp. Rev., Ser. 1997D
                (Cleveland Clinic Foundation) VRDN .......................................     4.550    07/03/00         1,400
       370    Fairfield, OH, IDR ARPB (Skyline Chili, Inc. Proj.) ........................     5.000    09/01/00           370
       270    Warren Co., OH, Hosp. Fac. Rev. (Otterbein Home),
                Prerefunded @ 102 ........................................................     7.000    07/01/01           281
       745    Ohio St. EDR Ohio Enterprise Bond Fd. (Smith Steelite Proj.) ...............     5.600    12/01/03           755
       500    Hamilton Co., OH, Hosp. Fac. Rev. (Episcopal Retirement Home) ..............     6.600    01/01/04           515
       265    Ohio St. EDR Ohio Enterprise Bond Fd. (Cheryl & Co.) .......................     5.500    12/01/04           268
     1,005    Franklin Co., OH, Health Care Rev. (First Comm. Village) ...................     6.000    06/01/06         1,030
       530    Toledo, OH, GO .............................................................     6.000    12/01/06           564
       710    Hamilton Co., OH, Health Care Fac. (Twin Towers) ...........................     5.750    10/01/07           715
       500    Ohio St. IDR, Ser. 1997 (Bomaine Corporation Proj.) ........................     5.500    11/01/07           498
       599    Columbus, OH, Special Assessment GO ........................................     5.050    04/15/08           593
     1,000    Ohio St. Bldg. Auth. Rev. St. Fac. (Juvenile Correction) ...................     5.000    10/01/08         1,003
       800    West Clermont, OH, LSD GO ..................................................     6.150    12/01/08           842
       500    Hamilton Co., OH, Hosp. Fac. Rev. (Bethesda Hosp.) .........................     7.000    07/01/09           506
     1,000    Franklin Co., OH, GO .......................................................     5.450    12/01/09         1,021
     1,035    Reading, OH, Rev. (St. Mary's Educ. Institute) .............................     5.550    02/01/10         1,040
       700    Hamilton Co., OH, Health Care Fac. (Twin Towers) ...........................     5.250    10/01/10           670
     1,000    Franklin Co., OH, Rev (Online Computer Library Ctr.) .......................     4.650    10/01/11           926
       275    Akron, OH, GO ..............................................................     6.000    11/01/11           293
     1,000    Hamilton Co., OH, Sewer Sys Rev Ser A ......................................     5.500    12/01/11         1,034
     1,000    Ohio St. University Rev., Ser. A ...........................................     5.125    12/01/11           995
     1,000    Franklin Co., OH, Rev (Online Computer Library Ctr.) .......................     4.700    10/01/12           921
       615    Ohio St. University General Receipts Rev., Ser. A ..........................     5.750    12/01/13           640
       465    Cincinnati, OH, Police & Fireman's Disability GO ...........................     5.750    12/01/16           475
                                                                                                                    ----------
                                                                                                                        17,355
                                                                                                                    ----------

              PENNSYLVANIA -- 1.3%
       500    Pennsylvania Fin. Auth. Muni. Capital Impt. Proj. Rev ......................     6.600    11/01/09           529
                                                                                                                    ----------


<PAGE>

TAX-FREE INTERMEDIATE TERM FUND (CONTINUED)
==============================================================================================================================
 PRINCIPAL                                                                                                            MARKET
  AMOUNT                                                                                      COUPON    MATURITY       VALUE
 (000'S)      MUNICIPAL OBLIGATIONS-- 98.5% (CONTINUED)                                        RATE       DATE        (000'S)
------------------------------------------------------------------------------------------------------------------------------

              SOUTH CAROLINA-- 1.9%
$      725    Richland-Lexington, SC, Airport Dist. Rev., Ser. 1995 (Columbia Metro.) ....     6.000    01/01/08    $      751
                                                                                                                    ----------

              TENNESSEE -- 2.7%
       525    Southeast, TN, Tax-Exempt Mtg. Trust ARPB, Ser. 1990 .......................     7.250    04/01/03           547
       500    Nashville, TN, Metro. Airport Rev., Ser. C .................................     6.625    07/01/07           520
                                                                                                                    ----------
                                                                           1,067
                                                                                                                    ----------

              TEXAS -- 3.2%
        50    N. Central, TX, Health Fac. Rev. (Baylor Health Care), Indexed INFLOS,
                Prerefunded @ 102 ........................................................     6.400    05/15/02            52
       450    N. Central, TX, Health Fac. Rev. (Baylor Health Care), Indexed INFLOS ......     6.400    05/15/08           467
       515    Robinson, TX, ISD GO .......................................................     5.750    08/15/10           539
       192    Midland, TX, HFC Rev., Ser. A-2 ............................................     8.450    12/01/11           209
        10    San Antonio, TX, Elec. & Gas Rev., Escrowed to Maturity ....................     5.000    02/01/12            10
                                                                                                                    ----------
                                                                                                                         1,277
                                                                                                                    ----------

              VIRGINIA -- 2.9%
     1,195    Fairfax Co., VA, GO ........................................................     5.000    06/01/13         1,165
                                                                                                                    ----------

              WASHINGTON -- 1.4%
       550    Washington St. Power Supply Sys. Rev., Ser. A (Nuclear Proj. No. 2) ........     6.500    07/01/03           569
                                                                                                                    ----------

              WISCONSIN -- 1.0%
       430    Wisconsin St. Health & Educ. Fac. Auth. Rev. (Agnesian Healthcare, Inc.) ...     4.900    07/01/11           404
----------                                                                                                          ----------

$   38,961    TOTAL MUNICIPAL OBLIGATIONS-- 98.5%
==========    (Amortized Cost $39,401) ...................................................                          $   39,571

              OTHER ASSETS IN EXCESS OF LIABILITIES-- 1.5% ...............................                                 620
                                                                                                                    ----------

              NET ASSETS-- 100.0% ........................................................                          $   40,191
                                                                                                                    ==========
</TABLE>

See  accompanying  notes to  financial  statements  and notes to  portfolios  of
investments.


<PAGE>

<TABLE>
<CAPTION>
OHIO INSURED TAX-FREE FUND
PORTFOLIO OF INVESTMENTS
JUNE 30, 2000
==============================================================================================================================
 PRINCIPAL                                                                                                            MARKET
  AMOUNT      FIXED RATE REVENUE &                                                            COUPON    MATURITY       VALUE
 (000'S)      GENERAL OBLIGATION BONDS-- 96.7%                                                 RATE       DATE        (000'S)
------------------------------------------------------------------------------------------------------------------------------

<S>           <C>                                                                              <C>      <C>         <C>
$       95    Ohio St. Higher Educ. Fac. Comm. Rev., Prerefunded @ 102 ...................     7.250    12/01/00    $       98
       245    Franklin Co., OH, IDR (1st Comm. Village Healthcare),
                Crossover Prerefunded @ 101.5 ............................................    10.125    08/01/01           262
        30    Clermont Co., OH, Hosp. Fac. Rev. (Mercy Health Sys.), Prerefunded @ 100 ...     7.500    09/01/01            31
       310    Ohio HFA SFM Rev., Ser. D ..................................................     7.000    09/01/01           321
     1,000    Clermont Co., OH, Hosp. Fac. Rev. (Mercy Health Sys.), Prerefunded @ 102 ...     6.733    09/25/01         1,044
       500    Summit Co., OH, Various Purpose GO, Prerefunded @ 102 ......................     6.625    12/01/01           524
       460    Cleveland, OH, Waterworks Impt. Rev., Ser. F, Prerefunded @ 102 ............     6.500    01/01/02           481
       360    Cuyahoga Co., OH, Hosp. Rev. (University Hosp.), Prerefunded @ 102 .........     6.250    01/15/02           375
     1,000    Kent St. University General Receipts Rev., Prerefunded @ 102 ...............     6.500    05/01/02         1,051
       500    Franklin Co., OH, Hosp. Rev. Ser. 1991 (Holy Cross), Prerefunded @ 102 .....     6.750    06/01/02           528
       500    Mahoning Co., OH, Hosp. Impt. Rev. (YHA, Inc.), Prerefunded @ 100 ..........     7.000    10/15/02           514
       675    Reynoldsburg, OH, CSD GO, Prerefunded @102 .................................     6.550    12/01/02           716
       500    Seneca Co., OH, GO (Jail Fac.), Prerefunded @ 102 ..........................     6.500    12/01/02           530
       127    Ohio St. Bldg. Auth. Rev. (Columbus St. Proj.), Prerefunded @ 100 ..........    10.125    04/01/03           141
        31    Ohio St. Bldg. Auth. Rev. (Frank Lausch Proj.), Prerefunded @ 100 ..........    10.125    04/01/03            34
       230    Summit Co., OH, GO, Ser. A, Prerefunded @ 100 ..............................     6.900    08/01/03           244
       591    Ohio HFA SFM Rev., Ser. 1991D ..............................................     7.050    09/01/03           611
       500    Newark, OH, Water Sys. Impt. Rev., Prerefunded @ 102 .......................     6.000    12/01/03           528
       290    Northwest, OH, LSD GO, Prerefunded @ 102 ...................................     7.050    12/01/03           306
       500    Ohio St. Bldg. Auth. Rev., Ser. 1994A (Juvenile Correctional Bldg.),
                Prerefunded @ 102 ........................................................     6.600    10/01/04           543
       290    Alliance, OH, CSD GO .......................................................     6.900    12/01/06           304
       500    Mansfield, OH, Hosp. Impt. Rev. (Mansfield General) ........................     6.700    12/01/09           522
       450    Ohio Capital Corp. MFH Rev., Series 1990A ..................................     7.500    01/01/10           464
       500    Hamilton, OH, Water Sys. Mtg. Rev., Ser. 1991A .............................     6.400    10/15/10           517
       500    Butler Co., OH, Hosp. Fac. Rev. (Middletown Regional Hospital) .............     6.750    11/15/10           522
     1,000    Alliance, OH, CSD GO .......................................................     5.500    12/01/10           967
        40    Cleveland, OH, Waterworks Impt. Rev., Ser. F ...............................     6.500    01/01/11            42
       230    Cuyahoga Co., OH, Hosp. Rev. (University Hosp.)
                Escrowed to Maturity .....................................................     9.000    06/01/11           277
       365    Bexley, OH, CSD GO .........................................................     7.125    12/01/11           423
       530    Urbana, OH, Wastewater Impt. GO ............................................     7.050    12/01/11           565
       600    Westerville, OH, Water Sys. Impt. GO .......................................     6.450    12/01/11           628
       500    Strongsville, OH, CSD GO ...................................................     5.375    12/01/12           510
     1,095    West Clermont, OH, LSD GO ..................................................     6.900    12/01/12         1,202
       500    Worthington, OH, CSD GO ....................................................     6.375    12/01/12           523
       530    Ottawa Co., OH, GO .........................................................     5.750    12/01/14           543
     1,000    Portage Co., OH, GO ........................................................     6.200    12/01/14         1,060
       400    Warren, OH, Waterworks Rev .................................................     5.500    11/01/15           405
     1,000    Buckeye Valley, OH, LSD GO .................................................     6.850    12/01/15         1,142
       500    Ohio St. Higher Educ. Fac. Rev. (Univ. of Dayton) ..........................     6.750    12/01/15           530
       500    Cleveland, OH, Waterworks Impt. Rev., Ser. F ...............................     6.250    01/01/16           519


<PAGE>

OHIO INSURED TAX-FREE FUND (CONTINUED)
==============================================================================================================================
 PRINCIPAL                                                                                                            MARKET
  AMOUNT      FIXED RATE REVENUE &                                                            COUPON    MATURITY       VALUE
 (000'S)      GENERAL OBLIGATION BONDS-- 96.7% (CONTINUED)                                     RATE       DATE        (000'S)
------------------------------------------------------------------------------------------------------------------------------

$      740    Columbus-Polaris Hsg. Corp. Rev., Prerefunded @ 100 ........................     7.400    01/01/16    $      817
       171    Ohio HFA SFM Rev., Ser. 1990F ..............................................     7.600    09/01/16           175
       750    Montgomery Co., OH, Hosp. Rev. (Miami Valley Hosp.) ........................     6.250    11/15/16           770
     1,000    Greater Cleveland, OH, Regional Trans. Auth. GO ............................     4.750    12/01/16           896
     1,260    Cleveland, OH, Airport Sys. Rev., Ser. C ...................................     5.125    01/01/17         1,190
       750    Butler Co.,OH, Transportation Impt. Dist., Ser. A ..........................     5.125    04/01/17           710
       500    Toledo, OH, Sewer Sys. Rev .................................................     6.350    11/15/17           530
     1,000    Toledo, OH, Waterworks Sys. Mtg. Rev .......................................     4.750    11/15/17           888
     1,000    Rocky River, OH, CSD GO, Ser. 1998 .........................................     5.375    12/01/17           989
     1,000    Ohio St. Bldg. Auth. Rev. (Adult Correctional Bldg.) .......................     5.250    10/01/18           959
     1,670    Canton, OH, GO .............................................................     4.750    12/01/18         1,478
     2,500    Ohio St. Water Dev. Auth. Impt. Rev ........................................     5.125    06/01/19         2,333
     1,000    University of Cincinnati, OH, General Receipts Rev .........................     5.750    06/01/19         1,007
     1,000    Lucas Co., OH, Hsg. Dev. Corp. (Northgate Apts.) Ser. A ....................     5.950    07/01/19         1,003
     1,000    Lorain Co., OH, Hosp. Rev. (Catholic Health Partners) ......................     5.500    09/01/19           980
     1,000    Lucas Co., OH, Hosp. Rev. (Promedica Health) ...............................     5.625    11/15/19           983
     2,000    Avon Lake, OH, CSD GO ......................................................     5.500    12/01/19         1,969
     2,145    Brunswick, OH, CSD .........................................................     5.750    12/01/19         2,165
       745    Crawford Co., OH, GO .......................................................     4.750    12/01/19           652
     1,000    Evergreen OH, LSD ..........................................................     5.500    12/01/19           985
     2,000    Hamilton, OH, CSD GO .......................................................     5.500    12/01/19         1,960
     1,250    Kings, OH, LSD GO ..........................................................     5.950    12/01/19         1,282
       500    Akron, OH, GO ..............................................................     5.800    11/01/20           500
       750    Greene Co., OH, Sewer Sys. Rev. ............................................     5.125    12/01/20           696
     1,000    Greene Co., OH, Sewer Sys. Rev .............................................     5.625    12/01/20           992
     1,245    Hamilton Co., OH, Swr. Sys. Impt. Rev., Ser. A .............................     5.700    12/01/20         1,243
       525    Kings, OH, LSD GO ..........................................................     6.050    12/01/21           539
     2,000    Lake, OH, LSD GO (Stark Co.) ...............................................     5.750    12/01/21         2,003
     1,000    Summit Co., OH, GO .........................................................     6.000    12/01/21         1,032
     1,035    Lima OH, CSD ...............................................................     5.500    12/01/22           997
       500    Morgan, OH, LSD GO .........................................................     5.750    12/01/22           501
     1,250    Scioto Valley, OH, LSD .....................................................     5.650    12/01/22         1,236
     1,000    Hamilton, OH, CSD GO .......................................................     5.625    12/01/24           985
     1,000    Hilliard, OH, CSD GO .......................................................     5.750    12/01/24           997
     1,000    Kings, OH, LSD GO ..........................................................     5.650    12/01/24           968
     1,250    Ohio St. University General Receipts Rev., Ser. A ..........................     5.750    12/01/24         1,247
     1,000    Hilliard, OH, CSD GO .......................................................     5.750    12/01/28           992
       925    Licking Heights, OH, LSD GO ................................................     6.400    12/01/28           932
----------                                                                                                          ----------
$   60,935    TOTAL FIXED RATE REVENUE & GENERAL OBLIGATION BONDS-- 100.7%
----------    (Amortized Cost $59,905) ...................................................                          $   61,128
                                                                                                                    ----------


<PAGE>

OHIO INSURED TAX-FREE FUND (CONTINUED)
==============================================================================================================================
 PRINCIPAL                                                                                                            MARKET
  AMOUNT                                                                                      COUPON    MATURITY       VALUE
 (000'S)      FLOATING AND VARIABLE DEMAND NOTES-- 4.0%                                        RATE       DATE        (000'S)
------------------------------------------------------------------------------------------------------------------------------

$    2,400    Cuyahoga Co., OH, Hosp. Rev., Ser. 1997D (Cleveland Clinic Foundation) .....     4.550    07/01/00    $    2,400
       100    Columbus, OH, GO Rev., Ser. 1 ..............................................     4.600    07/07/00           100
----------                                                                                                          ----------
$    2,500    TOTAL FLOATING AND VARIABLE DEMAND NOTES
----------    (Amortized Cost $2,500) ....................................................                          $    2,500
                                                                                                                    ----------

$   63,435    TOTAL INVESTMENTS AT VALUE-- 100.7%
==========    (Amortized Cost $62,405) ...................................................                          $   63,628

              LIABILITIES IN EXCESS OF OTHER ASSETS-- (0.7%) .............................                               (443)
                                                                                                                    ----------

              NET ASSETS-- 100.0% ........................................................                          $   63,185
                                                                                                                    ==========
</TABLE>

See  accompanying  notes to  financial  statements  and notes to  portfolios  of
investments.


<PAGE>

NOTES TO PORTFOLIOS OF INVESTMENTS
JUNE 30, 2000
================================================================================

Variable  and  adjustable  rate put bonds earn  interest  at a coupon rate which
fluctuates at specified intervals, usually daily, monthly or semi-annually.  The
rates shown in the Portfolios of  Investments  are the coupon rates in effect at
June 30, 2000.

Put bonds may be redeemed at the  discretion  of the holder on  specified  dates
prior to maturity. Mandatory put bonds are automatically redeemed at a specified
put date unless action is taken by the holder to prevent redemption.

Bonds  denoted as  prerefunded  are  anticipated  to be redeemed  prior to their
scheduled maturity. The dates indicated in the Portfolios of Investments are the
stipulated prerefunded dates.

PORTFOLIO ABBREVIATIONS:

ARPB - Adjustable Rate Put Bond
BANS - Bond Anticipation Notes
COP  - Certificates of Participation
CSD  - City School District
EDR  - Economic Development Revenue
GO   - General Obligation
HFA  - Housing Finance Authority/Agency
HFC  - Housing Finance Corporation
IDA  - Industrial Development Authority/Agency
IDR  - Industrial Development Revenue
ISD  - Independent School District
LSD  - Local School District
MFH  - Multi-Family Housing
MFM  - Multi-Family Mortgage
PCR  - Pollution Control Revenue
SFM  - Single Family Mortgage
TANS - Tax Anticipation Notes
USD  - Unified School District
VRDN - Variable Rate Demand Notes


<PAGE>

RESULTS OF SPECIAL MEETING OF SHAREHOLDERS
APRIL 19, 2000 (UNAUDITED)
================================================================================

On April 19, 2000, a Special  Meeting of  Shareholders  of  Touchstone  Tax-Free
Trust (the Trust) was held (1) to approve or disapprove new investment  advisory
agreements  with  Touchstone  Advisers,  Inc.,  (2) to approve or disapprove new
subadvisory agreements with Fort Washington Investment Advisors, Inc. and (3) to
approve or disapprove the termination of the Trust's current  independent public
accountants  and the selection of Ernst & Young LLP as independent  auditors for
the fiscal  year ended June 30,  2000.  The total  number of shares of the Trust
present  by  proxy  represented  59.5%  of the  shares  entitled  to vote at the
meeting. Each of the matters submitted to shareholders was approved.

The  results of the voting for or against  the  approval  of the new  investment
advisory agreements by each Fund was as follows:

--------------------------------------------------------------------------------
                                                   NUMBER OF SHARES
                                   ---------------------------------------------
                                        FOR            AGAINST          ABSTAIN
--------------------------------------------------------------------------------
Tax-Free Money Fund                 11,995,568        1,638,089          131,616
California Tax-Free Money Fund      67,424,730           37,530           12,322
Ohio Tax-Free Money Fund           208,471,312          151,320        1,288,677
Florida Tax-Free Money Fund          9,245,957               16            3,167
Tax-Free Intermediate Term Fund      2,065,412           24,552           90,986
Ohio Insured Tax-Free Fund           2,889,279          104,897           93,308
--------------------------------------------------------------------------------

The  results of the voting for or against the  approval  of the new  subadvisory
agreements by each Fund was as follows:

--------------------------------------------------------------------------------
                                                   NUMBER OF SHARES
                                   ---------------------------------------------
                                        FOR            AGAINST          ABSTAIN
--------------------------------------------------------------------------------
Tax-Free Money Fund                 11,995,568        1,638,089          131,616
California Tax-Free Money Fund      67,461,325               52           13,205
Ohio Tax-Free Money Fund           208,471,730          151,320        1,288,259
Florida Tax-Free Money Fund          9,245,972             --              3,167
Tax-Free Intermediate Term Fund      2,066,323           21,507           93,120
Ohio Insured Tax-Free Fund           2,890,722           97,022           99,740
--------------------------------------------------------------------------------

The  results of the voting for against the  termination  of the Trust's  current
independent  public  accountants  and the  selection  of  Ernst  & Young  LLP as
independent auditors by each Fund was as follows:

--------------------------------------------------------------------------------
                                                   NUMBER OF SHARES
                                   ---------------------------------------------
                                        FOR            AGAINST          ABSTAIN
--------------------------------------------------------------------------------
Tax-Free Money Fund                 13,519,321           88,497          157,456
California Tax-Free Money Fund      67,405,279               52           69,251
Ohio Tax-Free Money Fund           208,020,856        1,323,823          566,630
Florida Tax-Free Money Fund          9,245,957               16            3,167
Tax-Free Intermediate Term Fund      2,072,247           16,206           92,496
Ohio Insured Tax-Free Fund           2,873,268          103,115          111,101
--------------------------------------------------------------------------------


<PAGE>

REPORT OF INDEPENDENT AUDITORS
================================================================================

To the Shareholders and Trustees of the Touchstone Tax-Free Trust

We have audited the accompanying statements of assets and liabilities, including
the schedules of portfolio investments, of Touchstone Tax-Free Trust (consisting
of Tax-Free  Money Fund,  California  Tax-Free  Money Fund,  Ohio Tax-Free Money
Fund, Florida Tax-Free Money Fund, Tax-Free Intermediate Term Fund, Ohio Insured
Tax-Free  Fund) (the  Funds) as of June 30,  2000,  the  related  statements  of
operations  and  statements of changes in net assets for the year then ended and
the financial  highlights for the period then ended. These financial  statements
and financial  highlights are the responsibility of the Funds'  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial  highlights  based on our  audits.  The  statements  of changes in net
assets  presented  herein  for the year ended  June 30,  1999 and the  financial
highlights  presented  herein for each of the respective  years or periods ended
June 30, 1999 were audited by other  auditors  whose report dated August 6, 1999
expressed an unqualified opinion.

We conducted our audits in accordance with auditing standards generally accepted
in the United  States.  Those  standards  require  that we plan and  perform the
audits to obtain reasonable assurance about whether the financial statements and
financial  highlights  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the financial  statements.  Our procedures  included  confirmation of securities
owned as of June 30, 2000, by correspondence with the custodians and brokers. An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial position of each
of the respective Funds  constituting  the Touchstone  Tax-Free Trust as of June
30, 2000,  the results of their  operations  and the changes in their net assets
for the year then ended and the financial  highlights for the period then ended,
in  conformity  with  accounting  principles  generally  accepted  in the United
States.


/s/ Ernst & Young LLP

Cincinnati, Ohio
August 15, 2000
<PAGE>



PART C.         OTHER INFORMATION
------          -----------------
Item 23.          Exhibits
-------           --------
  (a)  (i)           ARTICLES OF INCORPORATION
                     Registrant's Restated Agreement and Declaration
                     of Trust, which was filed as an Exhibit to
                     Registrant's Post-Effective Amendment No. 36,
                     is hereby incorporated by reference.

       (ii)          Amendment No. 1, dated May 25, 1994, to Registrant's
                     Restated Agreement and Declaration of Trust, which was
                     filed as an Exhibit to Registrant's Post-Effective
                     Amendment No. 36, is hereby incorporated by reference.

       (iii)         Amendment No. 2, dated July 31, 1996, to Registrant's
                     Restated Agreement and Declaration of Trust, which was
                     filed as an Exhibit to Registrant's Post-Effective
                     Amendment No. 38, is hereby incorporated by reference.

       (iv)          Amendment No. 3, dated February 28, 1997, to Registrant's
                     Restated Agreement and Declaration of Trust, which was
                     filed as an Exhibit to Registrant's Post-Effective
                     Amendment No. 40, is hereby incorporated by reference.

       (v)           Amendment No. 4, dated March 24, 2000, to Registrant's
                     Restated Agreement and Declaration of Trust is filed
                     herewith.

       (vi)          Amendment No 5, dated September 21, 2000, to Registrant's
                     Restated Agreement and Declaration of Trust is filed
                     herewith.

  (b)                BYLAWS
                     Registrant's Bylaws, as amended, which were
                     filed as an Exhibit to Registrant's Post-Effective
                     Amendment No. 38, are hereby incorporated by
                     reference.

  (c)                INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS

                     Article IV Of Registrant's Restated Agreement and
                     Declaration of Trust provides the following rights for
                     security holders:

                     LIQUIDATION.   In event of the liquidation or
                     dissolution of the Trust, the Shareholders of each
                     Series that has been established and designated shall
                     be entitled to receive, as a Series, when and as
                     declared by the Trustees, the excess of the assets
                     belonging to that Series over the liabilities belonging
                     to that Series.  The assets so distributable to the
                     Shareholders of any particular Series shall be
                     distributed among such Shareholders in proportion to
                     the number of Shares of that Series held by them and
                     recorded on the books of the Trust.

                     VOTING.  All shares of all Series shall have "equal
                     voting rights" as such term is defined in the Investment
                     Company Act of 1940 and except as otherwise provided by
                     that Act or rules, regulations or orders promulgated
                     thereunder.  On each matter submitted to a vote of the
                     Shareholders, all shares of each Series shall vote as a
                     single class except as to any matter with respect to
                     which a vote of all Series voting as a single series is
                     required by the 1940 Act or rules and regulations
                     promulgated thereunder, or would be required under the
                     Massachusetts  Business Corporation Law if the Trust were
                     a Massachusetts business corporation.  As to any matter
                     which does not affect the interest of a particular Series,
                     only the holders of Shares of the one or more affected
                     Series shall be entitled to vote.
<PAGE>
                     REDEMPTION BY SHAREHOLDER.  Each holder of Shares of a
                     particular Series shall have the right at such times as
                     may be permitted by the Trust, but no less frequently
                     than once each week, to require the Trust to redeem all
                     or any part of his Shares of that Series at a
                     redemption price equal to the net asset value per Share
                     of that Series next determined in accordance with
                     subsection (h) of this Section 4.2 after the Shares are
                     properly tendered for redemption.

                     Notwithstanding  the foregoing,  the Trust may postpone
                     payment of the redemption price and may suspend the right
                     of the holders of Shares of any Series to require the Trust
                     to redeem Shares of that Series during any period or at any
                     time when and to the extent permissible under the 1940 Act,
                     and such redemption is conditioned upon the Trust having
                     funds or property legally available therefor.

                     TRANSFER.  All Shares of each particular Series shall
                     be transferable, but transfers of Shares of a
                     particular Series will be recorded on the Share
                     transfer records of the Trust applicable to that Series
                     only at such times as Shareholders shall have the right
                     to require the Trust to redeem Shares of that Series
                     and at such other times as may be permitted by the
                     Trustees.

                     Article V of Registrant's Restated Agreement and
                     Declaration of Trust provides the following rights
                     for security holders:

                     VOTING POWERS.  The Shareholders  shall have power
                     to vote only (i) for the election or removal of
                     Trustees  as provided in Section  3.1,  (ii)
                     with respect to any contract with a Contracting Party as
                     provided in Section 3.3 as to which Shareholder approval is
                     required by the 1940 Act, (iii) with respect to any
                     termination or  reorganization  of the Trust or any Series
                     to the extent and as provided in Sections 7.1 and 7.2,
                     (iv) with respect to any  amendment of this Declaration
                     of Trust to the extent and as provided in Section 7.3,
                     (v) to the same extent as the stockholders of a
                     Massachusetts business corporation  as to whether or not
                     a court action, proceeding or claim should or should not
                     be brought or maintained  derivatively or as a class
                     action on behalf of the Trust or the Shareholders,  and
                     (vi)  with respect to such additional matters relating to
                     the Trust as may be required by the 1940 Act, this
                     Declaration  of Trust,  the  Bylaws or any registration of
                     the Trust  with the Commission  (or any  successor agency)
                     in any  state, or as the  Trustees  may consider  necessary
                     or  desirable.  There shall be no cumulative  voting in the
                     election of any Trustee or Trustees.  Shares may be voted
                     in person or by proxy.
<PAGE>
  (d)                INVESTMENT ADVISORY CONTRACTS

         (i)         Advisory Agreement with Touchstone Advisors, Inc. is
                     filed herewith.

         (ii)        Sub-Advisory Agreement with Fort Washington Investment
                     Advisors, Inc. for the Tax-Free Money Fund is filed
                     herewith.

         (iii)       Sub-Advisory Agreement with Fort Washington Investment
                     Advisors, Inc. for the Tax-Free Intermediate Term Fund is
                     filed herewith.

         (iv)        Sub-Advisory Agreement with Fort Washington Investment
                     Advisors, Inc. for the Ohio Tax-Free Money Fund is filed
                     herewith.

         (v)         Sub-Advisory Agreement with Fort Washington Investment
                     Advisors, Inc. for the California Tax-Free Money Fund is
                     filed herewith.

         (vi)        Sub-Advisory Agreement with Fort Washington Investment
                     Advisors, Inc. for the Ohio Insured Tax-Free Fund is filed
                     herewith.

        (vii)        Sub-Advisory Agreement with Fort Washington Investment
                     Advisors, Inc. for the Florida Tax-Free Money Fund is filed
                     herewith.

  (e)              UNDERWRITING CONTRACTS
        (i)        Registrant's Distribution Agreement with Touchstone
                   Securities, Inc. is filed herewith.

        (ii)       Form of Underwriter's Dealer Agreement is filed herewith.

  (f)              BONUS OR PROFIT SHARING CONTRACTS
                   None.

   (g)             CUSTODIAN AGREEMENTS
         (i)       Custody Agreement with The Fifth Third Bank, the Custodian
                   for the Tax-Free Money Fund, the Tax-Free Intermediate Term
                   Fund, the Ohio Insured Tax-Free Fund, the Ohio Tax-Free
                   Money Fund and the California Tax-Free Money Fund, which was
                   filed as an Exhibit to Registrant's Post-Effective Amendment
                   No. 38, is hereby incorporated by reference.

         (ii)      Custody Agreement with The Huntington Trust Company, N.A.,
                   the Custodian for the Florida Tax-Free Money Fund, which was
                   filed as an Exhibit to Registrant's Post-Effective Amendment
                   No. 36, is hereby incorporated by reference.
<PAGE>

  (h)              OTHER MATERIAL CONTRACTS
          (i)      Registrant's Accounting and Pricing Services Agreement
                   is filed herewith.

         (ii)      Registrant's Transfer, Dividend Disbursing, Shareholder
                   Service and Plan Agency Agreement is filed herewith.

         (iii)     Administration Agreement between Touchstone Advisors,
                   Inc. and Integrated Fund Services, Inc. is filed herewith.

         (iv)      Registrant's Expense Limitation Agreement is filed herewith.

  (i)             LEGAL OPINION
                  Opinion and Consent of Counsel, which was filed as an Exhibit
                  to Registrant's Pre-Effective Amendment No. 1, is hereby
                  incorporated by reference.

  (j)             OTHER OPINIONS
                  Consent of  Independent  Auditors  is filed  herewith.

  (k)             OMITTED FINANCIAL STATEMENTS
                  None.

  (l)             INITIAL CAPITAL AGREEMENTS
                  Letter of Initial Stockholder, which was filed as an
                  Exhibit to Registrant's Pre-Effective Amendment No. 1, is
                  hereby incorporated by reference.

  (m)             RULE 12B-1 PLAN
          (i)     Registrant's Plans of Distribution Pursuant to Rule 12b-1,
                  are filed herewith.

         (ii)     Form of Administration Agreement for the administration of
                  shareholder accounts is filed herewith.

  (n)             FINANCIAL DATA SCHEDULE
                  Financial Data Schedules were filed as Exhibits to
                  Registrant's Form N-SAR filing.

  (o)             RULE 18f-3 PLAN
                  Amended Rule 18f-3 Plan Adopted with Respect to the Multiple
                  Class Distribution System, which was filed as an Exhibit to
                  Registrant's Post-Effective Amendment No. 41, is hereby
                  incorporated by reference.
<PAGE>

  (p)             CODE OF ETHICS

      (i)         Registrant's Code of Ethics is filed herewith.

      (ii)        Code of Ethics for Touchstone Securities, Inc. is filed
                  herewith.

      (iii)       Code of Ethics for Touchstone Advisors, Inc. is filed
                  herewith.

      (iv)        Code of Ethics for Fort Washington  Investment Advisors,  Inc.
                  is filed herewith.

 (q)              Powers of Attorney for J. Leland Brewster, William Coleman,
                  Phillip Cox, Robert Leshner, H. Jerome Lerner, Oscar
                  Robertson, Nelson Schwab Jr., Robert Stautberg and Joseph
                  Stern

Item 24.          Persons Controlled by or Under Common Control with the
-------           Registrant
                  -------------------------------------------------------
                  None

Item 25.          INDEMNIFICATION
-------           ---------------
         (a)      Article  VI  of  the Registrant's  Restated   Agreement  and
                  Declaration of Trust provides for indemnification of officers
                  and Trustees as follows:

                  Section 6.4 Indemnification of Trustees, Officers, etc.
                  ----------- ------------------------------------------
                  The Trust shall  indemnify  each of its Trustees and officers,
                  including   persons  who  serve  at  the  Trust's  request  as
                  directors,  officers or trustees  of another  organization  in
                  which the Trust has any interest as a shareholder, creditor or
                  otherwise  (hereinafter  referred  to as a  "Covered  Person")
                  against all liabilities,  including but not limited to amounts
                  paid in satisfaction  of judgments,  in compromise or as fines
                  and penalties, and expenses, including reasonable accountants'
                  and counsel fees, incurred by any Covered Person in connection
                  with the defense or disposition  of any action,  suit or other
                  proceeding,  whether  civil or  criminal,  before any court or
                  administrative  or  legislative  body,  in which such  Covered
                  Person  may  be or  may  have  been  involved  as a  party  or
                  otherwise  or with which  such  person may be or may have been
                  threatened,  while in office or thereafter, by reason of being
                  or having been such a Trustee or officer, director or trustee,
                  and except that no Covered Person shall be indemnified against
                  any liability to the Trust or its  Shareholders  to which such
                  Covered Person would otherwise be subject by reason of willful
                  misfeasance, bad faith, gross negligence or reckless disregard
                  of the duties involved in the conduct of such Covered Person's
                  office ("disabling conduct"). Anything herein contained to the
                  contrary   notwithstanding,   no  Covered   Person   shall  be
                  indemnified for any liability to the Trust or its Shareholders
                  to which such Covered Person would otherwise be subject unless
                  (1) a final decision on the merits is made by a court or other
                  body before whom the  proceeding  was brought that the Covered
                  Person to be indemnified was not liable by reason of disabling
                  conduct  or,  (2)  in  the  absence  of  such  a  decision,  a
                  reasonable  determination  is made, based upon a review of the
                  facts,  that the  Covered  Person  was not liable by reason of
                  disabling  conduct,  by (a) the vote of a majority of a quorum
                  of  Trustees  who  are  neither  "interested  persons"  of the
                  Company as defined in the  Investment  Company Act of 1940 nor
                  parties   to   the   proceeding   ("disinterested,   non-party
                  Trustees"),  or (b) an independent  legal counsel in a written
                  opinion.
<PAGE>
                  Section 6.5  Advances of Expenses.
                  -----------  --------------------
                  The Trust  shall  advance  attorneys'  fees or other  expenses
                  incurred by a Covered  Person in defending a proceeding,  upon
                  the undertaking by or on behalf of the Covered Person to repay
                  the  advance  unless  it is  ultimately  determined  that such
                  Covered Person is entitled to indemnification,  so long as one
                  of the  following  conditions  is met: (i) the Covered  Person
                  shall  provide  security for his  undertaking,  (ii) the Trust
                  shall be  insured  against  losses  arising  by  reason of any
                  lawful  advances,  or  (iii) a  majority  of a  quorum  of the
                  disinterested   non-party   Trustees  of  the  Trust,   or  an
                  independent   legal  counsel  in  a  written  opinion,   shall
                  determine,  based on a review of readily  available  facts (as
                  opposed to a full trial-type inquiry), that there is reason to
                  believe  that  the  Covered  Person  ultimately  will be found
                  entitled to indemnification.

                  Section 6.6  Indemnification Not Exclusive, etc.
                  -----------  -----------------------------------
                  The right of indemnification provided by this Article VI shall
                  not be  exclusive  of or affect any other  rights to which any
                  such Covered  Person may be entitled.  As used in this Article
                  VI,  "Covered  Person"  shall  include  such  person's  heirs,
                  executors and  administrators,  an "interested Covered Person"
                  is one against whom the action,  suit or other  proceeding  in
                  question or another  action,  suit or other  proceeding on the
                  same  or  similar  grounds  is  then or has  been  pending  or
                  threatened,  and a "disinterested"  person is a person against
                  whom  none of such  actions,  suits  or other  proceedings  or
                  another  action,  suit  or  other  proceeding  on the  same or
                  similar  grounds is then or has been  pending  or  threatened.
                  Nothing contained in this article shall affect any
                  rights to  indemnification  to which  personnel  of the Trust,
                  other than  Trustees and  officers,  and other  persons may be
                  entitled by contract or otherwise  under law, nor the power of
                  the Trust to purchase  and  maintain  liability  insurance  on
                  behalf of any such person.

         (b)      The Registrant maintains a mutual fund and investment
                  advisory professional and directors and officers liability
                  policy.  The policy provides coverage to the Registrant, its
                  trustees and officers, Touchstone Advisors, Inc. in its
                  capacity as investment advisor and Fort Washington Investment
                  Advisors, Inc. in its capacity as sub-advisor, and Touchstone
                  Securities, Inc., in its capacity as principal underwriter,
                  among others. Coverage under the policy includes losses by
                  reason of any act, error, omission, misstatement, misleading
                  statement, neglect or breach of duty.  The Registrant may not
                  pay for insurance which protects the Trustees and officers
                  against liabilities rising from action involving willful
                  misfeasance, bad faith, gross negligence or reckless disregard
                  of the duties involved in the conduct of their offices.

                  The Advisory Agreement provides that the Advisor and any of
                  its affiliates, directors, officers and employees shall not be
                  liable for any act or omission in the course of rendering
                  services to the Registrant or for any losses sustained in the
                  purchase, holding or sale of any security, except a loss
                  resulting from willful misfeasance, bad faith, gross
                  negligence or reckless disregard of the Advisor in the
                  performance of its duties under the Agreement. Registrant will
                  advance attorneys' fees or other expenses  incurred by the
                  Advisor in defending a proceeding, upon the undertaking
                  by or on  behalf of the Advisor to repay the advance unless it
                  is ultimately determined that the Advisor is entitled to
                  indemnification.
<PAGE>
                  The Sub-Advisory Agreements provide that the Sub-Advisor and
                  any of its affiliates, directors, officers and employees shall
                  not be subject to liability to the Adviser, the Registrant, or
                  to any shareholder for any act or omission in the course of,
                  or connected with, rendering services hereunder or for any
                  loss in the purchase, holding or sale of any security, except
                  a loss resulting from willful misfeasance, bad faith, gross
                  negligence or the reckless disregard of the obligations and
                  duties of the Sub-Advisor.


Item 26.  BUSINESS AND OTHER CONNECTIONS OF THE ADVISOR AND SUB-ADVISOR
--------  -------------------------------------------------------------

          A.   TOUCHSTONE   ADVISORS,   INC. ( the "Advisor")  is  a  registered
               investment adviser which provides investment advisory services to
               the Funds. The Advisor  also serves as the investment  adviser to
               Touchstone  Investment  Trust,   Touchstone Strategic Trust  and
               Touchstone   Variable   Series  Trust,   registered   investment
               companies.

               The following list sets forth the business and other  connections
               of the  directors and executive  officers of the Advisor.  Unless
               otherwise noted, the address of the corporations  listed below is
               221 E. Fourth Street Street, Cincinnati, Ohio 45202.

               (1)  Jill T. McGruder, President and a Director of the Advisor.

                    (a)  President and a Director of Fort Washington  Brokerage
                         Services,   Inc.,  a  broker-dealer,   Integrated  Fund
                         Services,    Inc.,   a   transfer   agent,   IFS   Fund
                         Distributors,  Inc.,  a  broker-dealer  and  IFS
                         Holdings,  Inc., a holding company.

                    (b)  A Director of Capital Analysts  Incorporated,  3 Radnor
                         Corporate Center, Radnor, PA, an investment adviser and
                         broker-dealer.

                    (c)  President,  Chief  Executive  Officer and a Director of
                         IFS  Financial  Services,  Inc., a holding  company and
                         Touchstone Securities, Inc., a broker-dealer.

                    (d)  President and a Director of IFS Agency Services,  Inc.,
                         an insurance  agency,  IFS Insurance  Agency,  Inc., an
                         insurance agency and IFS Systems, Inc., an information
                         systems provider, 400 Broadway, Cincinnati, Ohio.

                    (e)  Senior  Vice  President  of The  Western-Southern  Life
                         Insurance Company, 400 Broadway,  Cincinnati,  Ohio, an
                         insurance company.

                    (f)  President  and Trustee of Touchstone  Strategic  Trust,
                         Touchstone  Investment  Trust and  Touchstone  Tax-Free
                         Trust.

                    (g)  President of Touchstone Variable Series Trust.

<PAGE>

               (2)  Edward S. Heenan, Vice President & Comptroller of the
                    Advisor

                    (a)  Director, Vice President & Comptroller of IFS Financial
                         Services,   Inc.,  IFS  Agency   Services,   Inc.,  IFS
                         Insurance Agency, Inc. and IFS Systems, Inc.

                    (b)  Director and Controller of Touchstone Securities, Inc.

               (3)  Patricia J. Wilson, Chief Compliance Officer of the Advisor

                    (a)  Chief Compliance Officer of Touchstone Securities, Inc.

               (4)  Donald J. Wuebbling, Secretary and Director of the Advisor

                    (a)  Director of  Touchstone  Securities,  Inc.,  IFS Agency
                         Services,  Inc.,  IFS  Insurance  Agency,  Inc. and IFS
                         Systems, Inc.

                    (b)  Vice  President and General  Counsel of The Western and
                         Southern Life Insurance Company

                    (c)  Secretary of Fort Washington Investment Advisors, Inc.,
                         420 E. Fourth Street, Cincinnati, OH  45202 and IFS
                         Financial Services, Inc.

               (5)  William F. Ledwin, a Director of the Advisor

                    (a)  A Director of Fort Washington Brokerage Services, Inc.,
                         Integrated Fund Services,  Inc., IFS Fund Distributors,
                         Inc.,  Touchstone Advisors,  Inc., IFS Agency Services,
                         Inc., Capital Analysts Incorporated, IFS  Insurance
                         Agency,  Inc., Touchstone  Securities,  Inc., IFS
                         Financial  Services, Inc., IFS Systems, Inc. and Eagle
                         Realty Group,  Inc., 421 East Fourth  Street,  a real
                         estate  brokerage  and management service provider.

                    (b)  President and a Director of Fort Washington  Investment
                         Advisors, Inc.

                    (c)  Vice President and Chief Investment Officer of Columbus
                         Life  Insurance   Company,   400  East  Fourth  Street,
                         Cincinnati, OH., a life insurance company.

                    (d)  Senior Vice President and Chief  Investment  Officer of
                         The Western-Southern Life Insurance Company.

               (6)  James N. Clark, a Director of the Advisor

                    (a)  A  Director  of  IFS  Financial  Services,   Inc.,  IFS
                         Insurance Agency, Inc. and IFS Systems, Inc.

<PAGE>

               (7)  Richard K. Taulbee, Vice President of the Advisor

                    (a)  Vice  President of IFS Financial  Services,  Inc.,  IFS
                         Agency Services,  Inc., IFS Insurance Agency, Inc., IFS
                         Systems, Inc. and Touchstone Securities, Inc.

                    (b)  Assistant  Treasurer  of  Fort  Washington   Investment
                         Advisors, Inc.

               (8)  James J. Vance, Vice President & Treasurer of the Advisor

                    (a)  Vice  President & Treasurer of The Western and Southern
                         Life  Insurance  Company,  Fort  Washington  Investment
                         Advisors,  Inc.,  IFS  Financial  Services,  Inc.,  IFS
                         Agency Services,  Inc., IFS Insurance Agency, Inc., IFS
                         Systems, Inc. and Touchstone Securities, Inc.

                    (b)  Assistant   Treasurer  of  Fort  Washington   Brokerage
                         Services,  Inc., Integrated Fund Services, Inc. and IFS
                         Fund Distributors, Inc.

               (9)  Terrie A. Wiedenheft - Chief Financial Officer of the
                    Advisor

                    (a)  Senior  Vice  President,  Chief  Financial  Officer and
                         Treasurer of Integrated Holdings, Inc., Integrated Fund
                         Services,  Inc., IFS Fund  Distributors,  Inc. and Fort
                         Washington Brokerage Services, Inc.

                    (b)  Chief Financial Officer of IFS Financial Services, Inc.
                         and Touchstone Securities, Inc.

                    (c)  Assistant  Treasurer  of  Fort  Washington   Investment
                         Advisors, Inc.

                    (d)  Controller of Touchstone  Investment Trust,  Touchstone
                         Tax-Free Trust, Touchstone Strategic Trust and
                         Touchstone Variable Series Trust.

          B.   FORT WASHINGTON INVESTMENT ADVISORS, INC.("Ft.  Washington") is a
               registered   investment   adviser  which  provides   sub-advisory
               services to the Funds.  Ft. Washington  serves as the Sub-Advisor
               to Touchstone Investment Trust and certain series of Touchstone
               Strategic Trust and Touchstone Variable Series Trust.  Ft.
               Washington also provides investment advice to institutional and
               individual clients.

               The following list sets forth the business and other  connections
               of the directors and executive officers of Ft. Washington.

               (1)  William  J.  Williams,   Chairman  and  a  director  of  Ft.
                    Washington

                    (a)  Chairman of the Board of The Western and Southern  Life
                         Insurance Company

               (2)  William  F.  Ledwin,   President   and  a  director  of  Ft.
                    Washington

               See biography above

<PAGE>

               (3)  John F. Barrett, a Director of Ft. Washington

                    (a)  President  and Chief  Executive  Officer of The Western
                         and Southern Life Insurance Company

               (4)  James  J.  Vance,   Vice  President  and  Treasurer  of  Ft.
                    Washington

               See biography above

               (5)  Rance G. Duke, Vice President and Senior  Portfolio  Manager
                    of Ft. Washington

                    (a)  Second Vice President and Senior  Portfolio  Manager of
                         The Western and Southern Life Insurance Company

               (6)  John C. Holden,  Vice President and Senior Portfolio Manager
                    of Ft. Washington

               See biography above

               (7)  Charles  E.   Stutenroth   IV,  Vice  President  and  Senior
                    Portfolio Manager of Ft. Washington

               See biography above

               (8)  Brendan  M.  White,  Vice  President  and  Senior  Portfolio
                    Manager of Ft. Washington

               (9)  John J. Goetz, Vice President of Ft. Washington

                    (a)  Vice President of Ft.  Washington  Brokerage  Services,
                         Inc. and Ft. Washington

               (10) Robert H. Leshner, Managing Director of Ft. Washington

               (11) James A. Markley, Managing Director of Ft. Washington

               (12) Roger M. Lanham - Vice President of Ft. Washington

               (13) Augustine  A.  Long,  Managing  Director,  Marketing  of Ft.
                    Washington

               (14) John J. O'Connor, Vice President of Ft. Washington

Item 27        Principal Underwriters
-------        ----------------------
                  (a)      Touchstone Securities, Inc. also acts as
                           underwriter for Touchstone Strategic Trust,
                           Touchstone Investment Trust and Touchstone Variable
                           Series Trust.  Unless otherwise noted, the address
                           of the persons named below is 221 East Fourth Street,
                           Cincinnati, Ohio 45202. *The address is 420 East
                           Fourth Street, Cincinnati, Ohio 45202.  **The
                           address is 400 Broadway, Cincinnati, Ohio 45202.
<PAGE>
                                           POSITION            POSITION
                                             WITH                 WITH
               (b)  NAME                   UNDERWRITER         REGISTRANT
                    -----                  -----------         ----------
                    Jill T. McGruder       President/Director  President/
                                                               Trustee

                    William F. Ledwin*     Director            None


                    Patricia J. Wilson     Chief Compliance    None
                                           Officer

                    Richard K. Taulbee**   Vice President      None


                    James J. Vance**       Vice President      None
                                           & Treasurer

                    Edward S. Heenan**     Controller/Director None

                    Donald J. Wuebbling**  Director            None

                    Robert F. Morand**     Secretary           None

                    Terrie A. Wiedenheft   Chief Financial     Controller
                                           Officer

                    John R. Lindholm**     Vice President      None

                    Don W. Cummings**      Vice President      None


<PAGE>
            (c)     None

Item 28.            LOCATION OF ACCOUNTS AND RECORDS
-------             --------------------------------
                     Accounts,  books and other  documents  required to be
                     maintained by Section 31(a) of the Investment Company
                     Act of 1940 and the Rules promulgated thereunder will
                     be maintained by the Registrant.

Item 29.            MANAGEMENT SERVICES NOT DISCUSSED IN PART A OR PART B
-------             -----------------------------------------------------
                     None.

Item 30.            UNDERTAKINGS
-------             ------------

           (a)      Insofar as indemnification for liabilities arising
                    under the Securities Act of 1933 may be permitted to
                    trustees, officers and controlling persons of the
                    Registrant pursuant to the provisions of Massachusetts
                    law and the Agreement and Declaration of Trust of the
                    Registrant or the Bylaws of the Registrant, or
                    otherwise, the Registrant has been advised that in the
                    opinion of the Securities and Exchange Commission such
                    indemnification is against public policy as expressed
                    in the Act and is, therefore, unenforceable.  In the
                    event that a claim for indemnification against such
                    liabilities (other than the payment by the Registrant
                    of expenses incurred or paid by a trustee, officer or
                    controlling   person   of  the   Registrant   in  the
                    successful defense of any action, suit or proceeding)
                    is asserted by such trustee,  officer or  controlling
                    person  in  connection  with  the  securities   being
                    registered,   the  Registrant  will,  unless  in  the
                    opinion of its counsel the matter has been settled by
                    controlling   precedent,   submit   to  a  court   of
                    appropriate  jurisdiction  the question  whether such
                    indemnification  by it is  against  public  policy as
                    expressed  in the Act and  will  be  governed  by the
                    final adjudication of such issue.

            (b)     Within five business days after receipt of a written
                    application by shareholders holding in the aggregate at
                    least 1% of the shares then outstanding or shares then
                    having a net asset value of $25,000, whichever is less,
                    each of whom shall have been a shareholder for at least
                    six months prior to the date of application
                    (hereinafter the "Petitioning Shareholders"),
                    requesting to communicate with other shareholders with
                    a view to obtaining signatures to a request for a
                    meeting for the purpose of voting upon removal of any
                    Trustee of the Registrant, which application shall be
                    accompanied by a form of communication and request
                    which such Petitioning Shareholders wish to transmit,
                    Registrant will:

                       (i) provide such  Petitioning  Shareholders  with
                    access to a list of the names  and  addresses  of all
                    shareholders of the Registrant; or

                       (ii) inform such Petitioning  Shareholders of the
                    approximate  number of shareholders and the estimated
                    costs of mailing such communication, and to undertake
                    such   mailing   promptly   after   tender   by  such
                    Petitioning  Shareholders  to the  Registrant  of the
                    material to be mailed and the reasonable  expenses of
                    such mailing.


<PAGE>

                                   SIGNATURES
                                   ----------

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act, the Registrant certifies that it meets all of the requirements
for effectiveness of this registration statement under rule 485(b) under the
Securities Act and has duly caused this registration statement to be signed on
its behalf by the undersigned, duly authorized, in the City of Cincinnati,
State of Ohio, on the 31st day of October, 2000.

                                             TOUCHSTONE TAX-FREE TRUST

                                                 /s/ Tina D. Hosking
                                              By:---------------------------
                                                 Tina D. Hosking,
                                                 Attorney-in-Fact

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following  persons in the capacities and
on the 31st day of October, 2000.


/s/ Jill T. McGruder
-----------------------                President
JILL T. MCGRUDER                       and Trustee


/s/ David E. Dennison
-----------------------                Treasurer
DAVID E. DENNISON


* WILLIAM O. COLEMAN                   Trustee
-----------------------

* PHILLIP R. COX                       Trustee
-----------------------

* H. JEROME LERNER                     Trustee
-----------------------

* ROBERT H. LESHNER                    Trustee
-----------------------

* OSCAR P. ROBERTSON                   Trustee
-----------------------

* NELSON SCHWAB, JR.                   Trustee
-----------------------

* ROBERT E. STAUTBERG                  Trustee
-----------------------

* JOSEPH S. STERN, JR.                 Trustee
-----------------------

* J. LELAND BREWSTER II                Trustee
-----------------------

By: /s/ Tina D. Hosking
    -------------------
    TINA D. HOSKING
    Attorney-in-Fact*
    October 31, 2000



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