TOUCHSTONE TAX FREE TRUST, 497, 2000-05-10

TOUCHSTONE TAX FREE TRUST
497, 2000-05-10

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Tax-Exempt

PROSPECTUS

Tax-Free Money Fund

Tax-Free Intermediate
Term Fund

November 1, 1999
(Revised May 10, 2000)

TOUCHSTONE
FUNDS

These securities have not been approved or disapproved by the Securities and
Exchange Commission nor has the Securities and Exchange Commission passed upon
the accuracy or adequacy of this Prospectus. Any representation to the contrary
is a criminal offense.

This Prospectus has information you should know before you invest. Please read
it carefully and keep it with your investment records.

<PAGE>

PROSPECTUS
November 1, 1999
(Revised May 10, 2000)

TOUCHSTONE TAX-FREE TRUST
312 WALNUT STREET, 21ST FLOOR
CINCINNATI, OHIO 45202
800-543-0407

TAX-FREE MONEY FUND
TAX-FREE INTERMEDIATE TERM FUND

TABLE OF CONTENTS

RISK/RETURN SUMMARY........................................................... 2
RISK/RETURN SUMMARY: FEE TABLE.................................................4
INVESTMENT OBJECTIVES, INVESTMENT STRATEGIES AND RELATED RISKS.................6
HOW TO PURCHASE SHARES........................................................10
HOW TO REDEEM SHARES..........................................................19
HOW TO EXCHANGE SHARES........................................................21
DIVIDENDS AND DISTRIBUTIONS...................................................22
TAXES.........................................................................23
OPERATION OF THE FUNDS........................................................24
CALCULATION OF SHARE PRICE AND PUBLIC OFFERING PRICE..........................26
FINANCIAL HIGHLIGHTS..........................................................27

For further information or assistance in opening an account, please contact your
broker or call us at the above number.

<PAGE>

RISK/RETURN SUMMARY
- -------------------

WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

The TAX-FREE MONEY FUND seeks the highest level of interest income exempt from
federal income tax, consistent with protection of capital.

The TAX-FREE INTERMEDIATE TERM FUND seeks high current income exempt from
federal income tax, consistent with protection of capital. To the extent
consistent with the Fund's primary objective, capital appreciation is a
secondary objective.

WHAT ARE THE FUNDS' PRINCIPAL INVESTMENT STRATEGIES?

Under normal market conditions, each Fund will invest so that at least 80% of
its annual income will be exempt from federal income tax. Each Fund will invest
primarily in municipal obligations, which are debt obligations issued by states
and territories of the United States which pay interest that is exempt from
federal income tax.

The TAX-FREE MONEY FUND will invest primarily in high-quality, short-term
municipal obligations. The Fund is a money market fund which seeks to maintain a
constant share price of $1.00 per share.

The TAX-FREE INTERMEDIATE FUND will invest primarily in municipal obligations
rated within the 3 highest rating categories, with remaining maturities of 20
years or less. Under normal market conditions, the Fund will attempt to maintain
an average weighted maturity of between 3 and 10 years.

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUNDS?

INVESTMENT RISKS COMMON TO BOTH FUNDS. Each Fund's yield will fluctuate due to
changes in economic conditions, interest rates, political events and other
conditions affecting the performance of the fixed-income market. Each Fund is
subject to the risk that an issuer of a municipal obligation could default on
its obligation to pay interest and repay principal. This could cause the value
of a Fund's share price to decrease.

Municipal obligations purchased by the Funds may include floating and variable
rate obligations, when-issued obligations, obligations with puts attached and,
for the Tax-Free Intermediate Term Fund, lease obligations. The Funds will be
subject to the risks associated with investments in these types of obligations.

An investment in the Funds is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. Although the Tax-Free Money 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.

2
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SPECIAL RISKS OF INVESTING IN THE TAX-FREE INTERMEDIATE TERM FUND. The Tax-Free
Intermediate Term Fund's share price will fluctuate due to changes in economic
conditions, interest rates, political conditions and other conditions affecting
the performance of the bond market. In general, bond prices fall when interest
rates rise. This effect is usually more pronounced for longer-term securities,
such as those held by the Fund. As with any investment in the bond market, there
is a risk that you may lose money by investing in the Fund.

PERFORMANCE SUMMARY

The bar charts and performance tables shown below provide an indication of the
risks of investing in the Funds by showing the changes in the performance of the
Funds from year to year during the past 10 years and by showing how the average
annual returns of the Tax-Free Intermediate Term Fund compare to those of a
broad-based securities market index. Each Fund's past performance is not
necessarily an indication of its future performance.

TAX-FREE MONEY FUND (BAR CHART)

5.84% 5.56% 4.38% 2.82% 2.09% 2.49% 3.40% 2.92% 2.97% 2.98%
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998

During the period shown in the bar chart, the highest return for a quarter was
1.50% during the quarter ended June 30, 1989 and the lowest return for a quarter
was 0.47% during the quarter ended September 30, 1993.

For information on the Fund's current and effective 7-day yield, call
1-800-543-0407 (Nationwide) or 629-2050 (in Cincinnati).

TAX-FREE INTERMEDIATE TERM FUND - CLASS A (BAR CHART)

7.40% 6.04% 9.09% 7.71% 10.94% -2.93% 11.58% 3.87% 5.87% 5.07%
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998

The total returns shown above do not reflect the sales load on Class A shares
and, if included, returns would be less than those shown.

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

The year-to-date return of the Fund's Class A shares as of September 30, 1999 is
- -.77%.

3
<PAGE>

AVERAGE ANNUAL TOTAL RETURNS
FOR PERIODS ENDED DECEMBER 31, 1998

One Five Ten Since
Year Years Years Inception*
---- ----- ----- ----------

Tax-Free Money Fund 2.98% 2.95% 3.54% N/A

Tax-Free Intermediate Term 2.97% 4.17% 6.18% 6.29%
Fund Class A

Lehman Brothers 5-Year
Municipal General
Obligation Bond Index 5.84% 5.36% 6.98% N/A

Tax-Free Intermediate Term 4.29% -- -- 3.90%
Fund Class C

Lehman Brothers 5-Year
Municipal General
Obligation Bond Index 5.84% 5.36% 6.98% 5.25%

* Inception date for Tax-Free Intermediate Term Fund Class A was September 10,
1981 and Class C was February 1, 1994.

RISK/RETURN SUMMARY: FEE TABLE
- ------------------------------

This table describes the fees and expenses that you will pay if you buy and hold
shares of the Funds.

TAX-FREE MONEY FUND

SHAREHOLDER FEES (fees paid directly from your investment)

Sales Load Imposed on Purchases................................... None
Sales Load Imposed on Reinvested Dividends........................ None
Redemption Fee.................................................... None*
Exchange Fee...................................................... None
Check Redemption Processing Fee (per check):
First 6 checks per month........................................ None
Additional checks per month..................................... $0.25

* You will be charged $8 for each wire redemption. This fee is subject to
change.

4
<PAGE>

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)

Management Fees...................................................... .50%
Distribution (12b-1) Fees............................................ .01%
Other Expenses....................................................... .44%
----
Total Annual Fund Operating Expenses................................. .95%(A)
====

(A) After waivers of management fees by the Adviser, total operating expenses
were .89% for the fiscal year ended June 30, 1999. The Adviser may
discontinue these fee waivers at any time.

TAX-FREE INTERMEDIATE TERM FUND

SHAREHOLDER FEES (fees paid directly from your investment)

Class A Class C
Shares Shares
------ ------
Maximum Sales Load...................................... 4.75% 2.25%
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)..................... 4.75% 1.25%
Maximum Deferred Sales Load
(as a percentage of original purchase price)............ None* 1.00%
Sales Load Imposed on Reinvested Dividends.............. None None
Redemption Fee.......................................... None** None**
Exchange Fee............................................ None None
Check Redemption Processing Fee (per check):
First 6 checks per month.............................. None None
Additional checks per month........................... $0.25 $0.25

* If you purchase $1 million or more shares and do not pay a front-end sales
load, you may be subject to a deferred sales load of 1% if the shares are
redeemed within one year of their purchase and a dealer's commission was
paid on the shares.
** You will be charged $8 for each wire redemption. This fee is subject to
change.

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)

Class A Class C
Shares Shares
------ ------
Management Fees......................................... .50% .50%
Distribution (12b-1) Fees............................... .09% .53%
Other Expenses.......................................... .40% .71%
----- -----
Total Annual Fund Operating Expenses.................... .99% 1.74%
===== =====

5
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EXAMPLE
This Example is intended to help you compare the cost of investing in the Funds
with the cost of investing in other mutual funds. It assumes that you invest
$10,000 in a Fund for the time periods indicated and then redeem 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 a Fund's operating expenses remain
the same. Although your actual costs may be higher or lower, based on these
assumptions your costs would be:

Tax-Free Tax-Free Intermediate Term Fund
Money Class A Class C
Fund Shares Shares
---- ------ ------
1 Year $ 97 $ 571 $ 400
3 Years 303 775 666
5 Years 525 996 1,057
10 Years 1,166 1,630 2,151

You would pay the following expenses in the Tax-Free Intermediate Term Fund if
you did not redeem your shares:

Class A Class C
Shares Shares
------ ------
1 Year $ 571 $ 300
3 Years 775 666
5 Years 996 1,057
10 Years 1,630 2,151

INVESTMENT OBJECTIVES, INVESTMENT STRATEGIES AND RELATED RISKS
- --------------------------------------------------------------

INVESTMENT OBJECTIVES

The TAX-FREE MONEY FUND seeks the highest level of interest income exempt from
federal income tax, consistent with protection of capital.

The Tax-Free Intermediate Term Fund's investment objectives may be changed by
the Board of Trustees without the approval of shareholders. You will be notified
if there is a change in the Tax-Free Intermediate Term Fund's investment
objectives and you should then consider whether the Fund will continue to be an
appropriate investment under your circumstances.

PRINCIPAL INVESTMENT STRATEGIES

It is a fundamental policy that, under normal market conditions, each Fund will
invest its assets so that at least 80% of its annual income will be exempt from
federal income tax, including the alternative minimal tax. This policy may not
be changed without the approval of the applicable Fund's shareholders.

6
<PAGE>

TAX-FREE MONEY FUND
The Tax-Free Money Fund will invest primarily in high-quality, short-term
municipal obligations determined by the Adviser, under the direction of the
Board of Trustees, to present minimal credit risks.

The Tax-Free Money Fund is a money market fund and will use its best efforts to
maintain a constant share price of $1.00 per share. However, there can be no
assurance that the Fund will be able to do so on a continuing basis. The Fund
will comply with the Securities and Exchange Commission's regulations for money
market funds regarding the quality, maturity and diversification of its
investments, including:

o The Fund will invest in obligations which are rated in one of the two
highest categories by any two national statistical rating agencies (or by
one rating agency if only one agency provides a rating).

o The Fund may purchase unrated obligations if the Adviser determines that
they meet the Fund's quality standards. (If an obligation no longer meets
the Fund's quality standards or no longer presents minimal credit risks,
the Fund will sell the obligation as soon as practicable).

o The Fund's dollar-weighted average maturity will be 90 days or less.

o The Fund will only invest in obligations which mature in 13 months or less.

TAX-FREE INTERMEDIATE TERM FUND
The Tax-Free Intermediate Term Fund will invest primarily in municipal
obligations with remaining maturities of 20 years or less. Under normal market
conditions, the Fund will maintain a dollar-weighted average maturity of between
3 and 10 years, although the Fund may invest in securities of any maturity,
including tax-exempt notes and tax-exempt commercial paper. If the Adviser
determines that market conditions warrant a shorter or longer dollar-weighted
average maturity, the Fund's investments will be adjusted accordingly.

The Adviser will invest in municipal obligations and other securities which are
rated within the three highest rating categories by a national rating agency. If
the rating of an obligation purchased by the Fund is reduced below the three
highest rating categories, the Fund will sell that obligation, subject to the
Adviser's assessment of the most opportune time for sale. The Fund may also
purchase obligations that are unrated at the time of purchase but are determined
by the Adviser to be of comparable quality.

PRINCIPAL INVESTMENT STRATEGIES COMMON TO BOTH FUNDS
MUNICIPAL OBLIGATIONS. Municipal obligations are debt obligations issued by a
U.S. state or territory and its political subdivisions, agencies, authorities
and instrumentalities which pay interest that is, in the opinion of bond counsel
to the issuer, exempt from federal income tax, including the alternative minimum
tax. Municipal obligations are issued to finance work on public facilities, to
pay general operating expenses or to refinance outstanding debts. They may also
be issued to finance various private activities, including the construction of
housing, educational or medical facilities or the financing of privately owned
or operated facilities.

7
<PAGE>

Municipal obligations consist of tax-exempt bonds, tax-exempt notes and
tax-exempt commercial paper. The two principal types of municipal obligations
are "general obligation" and "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 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. Tax-exempt notes, such as tax anticipation notes, revenue
anticipation notes and bond anticipation notes, are issued to provide interim
financing or other short-term capital needs and generally mature in one year or
less.

Municipal obligations purchased by the Funds may also include floating and
variable rate municipal obligations, when-issued obligations, obligations with
puts attached and, for the Tax-Free Intermediate Term Fund, lease obligations.

o Floating and variable rate municipal obligations are 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 a Fund's demand for repayment of principal and interest.

o When-issued obligations are obligations which are paid for and delivered
within 15 to 45 days after the date of their purchase. Each Fund 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
commitments.

o Obligations with puts attached are obligations which may be resold back to
the seller at a specific price or yield within a specific period of time.
The Funds will purchase obligations with puts attached for liquidity
purposes. The purchase of obligations with puts attached involves the risk
that the seller may not be able to repurchase the underlying obligation.

o Lease obligations are municipal obligations which constitute participations
in lease obligations of municipalities to acquire land and a wide variety
of equipment and facilities. 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 for and make the
payments due under the obligation. However, lease obligations may 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 this purpose on an annual basis. The
Tax-Free Intermediate Term Fund may invest in lease obligations.

8
<PAGE>

TEMPORARY DEFENSIVE PURPOSES. For temporary defensive purposes, each Fund may
invest, as the Adviser deems necessary, in taxable, short-term, high-quality
securities. Taxable short-term securities include certificates of deposit and
other bank debt instruments, commercial paper, obligations issued by the U.S.
Government, its agencies or instrumentalities and repurchase agreements. A Fund
may invest in these taxable securities when, for example, due to market
conditions municipal obligations are temporarily unavailable for purchase,
pending investment of proceeds of sales of Fund shares or portfolio securities
or in anticipation of redemptions. Interest earned from these securities will be
taxable to investors. However, each Fund intends to minimize taxable income
through investment, when possible, in other available securities exempt from
federal income tax, including shares of investment companies whose dividends are
tax-exempt. When taking such a temporary defensive position, a Fund may not
achieve its investment objective.

PRINCIPAL RISK CONSIDERATIONS

PRINCIPAL RISK CONSIDERATIONS COMMON TO BOTH FUNDS
INTEREST RATE RISK. The Tax-Free Money Fund's yield and the Tax-Free
Intermediate Term Fund's yield, share price and total return will fluctuate due
to changes in interest rates. Generally, the Tax-Free Money Fund's yield will
increase when interest rates increase and will decrease when interest rates
decrease. Generally, the Tax-Free Intermediate Term Fund's share price will
increase when interest rates decrease and will decrease when interest rates
increase. This effect is usually more pronounced for longer-term securities,
such as those held by the Tax-Free Intermediate Term Fund.

CREDIT RISK. A deterioration in the financial condition of an issuer of a
municipal obligation or a deterioration in general economic conditions could
cause the issuer to default on its obligation to pay interest and repay
principal. This could cause a Fund's share price to decrease. Although the
Tax-Free Money Fund seeks to keep its share price constant at $1.00 per share,
there is no assurance that the Fund will be able to do so. Each Fund's ability
to achieve its investment objectives depends to a great extent on the ability of
an issuer of a municipal obligation to meet its scheduled payments of principal
and interest.

Municipal obligations purchased by the Funds 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.

CONCENTRATION RISK. Each Fund may invest more than 25% of its assets in
municipal obligations 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.

9
<PAGE>

TAX RISK. Certain provisions in the Internal Revenue Code relating to the
issuance of municipal obligations may reduce the volume of municipal obligations
qualifying 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 were enacted that would reduce
the availability of municipal obligations for investment by the Funds so as to
adversely affect their shareholders, the Funds would reevaluate their investment
objectives and policies and submit possible changes in the Funds' structure to
shareholders for their consideration. If legislation were enacted that would
treat a type of municipal obligation as taxable, each Fund would treat such
security as a permissible taxable investment within the applicable limits set
forth herein.

SPECIAL RISKS OF INVESTING IN THE TAX-FREE INTERMEDIATE TERM FUND. The Tax-Free
Intermediate Term Fund may purchase securities which have lower ratings and
longer maturities than securities purchased by the Tax-Free Money Fund. Although
lower-rated securities and securities with longer maturities will generally have
higher yields than higher rated securities with shorter maturities, they are
subject to a higher degree of market fluctuation. As a result, there is a
possibility of greater fluctuation in the Tax-Free Intermediate Term Fund's
share price. When you redeem your shares in the Tax-Free Intermediate Term Fund,
they may be worth more or less than what you paid for them.

The Tax-Free Intermediate Term Fund may purchase municipal lease obligations,
which are obligations issued by a state or local government or authority to
acquire land and a wide variety of equipment and facilities. If the funds are
not appropriated for the following year's lease payments, the lease may
terminate, with the possibility of a default on the lease obligation.

HOW TO PURCHASE SHARES
- ----------------------

You may open an account with the Funds by investing the minimum amount required
for the type of account you open. You may invest additional amounts in an
existing account at any time. For more information about how to purchase shares,
call Integrated Fund Services, Inc. (the "Transfer Agent") (Nationwide call
toll-free 800-543-0407; in Cincinnati call 629-2050). The different account
options and minimum investment requirements are listed below.

ACCOUNT OPTIONS

Automatic Investment Plan
- -------------------------
You may make automatic monthly investments in either Fund from your bank,
savings and loan or other depository institution account. The minimum initial
and subsequent investments must be $50 under the plan. The Transfer Agent pays
the costs of your transfers, but reserves the right, upon 30 days' written
notice, to make reasonable charges for this service.

10
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MINIMUM INVESTMENT REQUIREMENTS
Initial Additional
------- ----------

Regular Accounts $1,000 None

Automatic Investment Plan $ 50 $ 50

Direct Deposit Plans
- --------------------
Your employer may offer a direct deposit plan which will allow you to have all
or a portion of your paycheck transferred automatically to purchase shares of a
Fund. Social security recipients may have all or a portion of their social
security check transferred automatically to purchase shares of a Fund.

Cash Sweep Program (Tax-Free Money Fund only)
- ---------------------------------------------
Cash accumulations in accounts with financial institutions may be automatically
invested in the Tax-Free Money Fund at the next determined net asset value
("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.

OPENING A NEW ACCOUNT

You may open an account directly with a Fund or through your broker-dealer. To
open an account directly with a Fund, please follow the steps outlined below.

1. Complete the Account Application included in this Prospectus. Be sure to
indicate the type of account you wish to open, the amount of money you wish
to invest and, for the Tax-Free Intermediate Term Fund, the class of shares
you want to purchase. If you do not indicate which class you want to
purchase in the Tax-Free Intermediate Term Fund, we will invest your
purchase in Class A shares.

2. Write a check for your initial investment to either the "Tax-Free Money
Fund" or the "Tax-Free Intermediate Term Fund." Mail your completed Account
Application and your check to the following address:

INTEGRATED FUND SERVICES, INC.
P.O. BOX 5354
CINCINNATI, OHIO 45201-5354

You may also open an account through your broker-dealer. It is the
responsibility of broker-dealers to send properly completed orders. If you open
an account through your broker-dealer, you may be charged a fee by your
broker-dealer.

ADDING TO YOUR ACCOUNT. You may make additional purchases to your account at any
time. Additional purchases may be made by mail to the address listed above, by
wire or through your broker-dealer. For more information about purchases by
wire, please telephone the Transfer Agent (Nationwide call toll-free
800-543-0407; in Cincinnati call 629-2050). Your bank may charge a fee for
sending your wire.

11
<PAGE>

Each additional purchase must contain the account name and number in order to
properly credit your account.

MISCELLANEOUS. In connection with all purchases of Fund shares, we observe the
following policies and procedures:

o You may receive a dividend in the Tax-Free Money Fund on the day you wire
an investment if you notify the Transfer Agent of your wire by 4:00 p.m.,
Eastern time, on the previous business day, or by 12:00 noon, Eastern time,
on the same day of your wire if your wire is sent by a bank that has made
appropriate arrangements with the Transfer Agent. Your purchase in the
Tax-Free Money Fund will be priced based upon the NAV after a proper order
is received.

o We price direct purchases in the Tax-Free Intermediate Term Fund based upon
the next public offering price (NAV plus any applicable sales load) after
your order is received. Direct purchase orders received by the Transfer
Agent by 4:00 p.m., Eastern time, are processed at that day's public
offering price. Direct investments received by the Transfer Agent after
4:00 p.m., Eastern time, are processed at the public offering price next
determined on the following business day. Purchase orders received from
broker-dealers before 4:00 p.m., Eastern time, and transmitted to the
Adviser by 5:00 p.m., Eastern time, are processed at that day's public
offering price. Purchase orders received from broker-dealers after 5:00
p.m., Eastern time, are processed at the public offering price next
determined on the following business day.

o We mail you confirmations of all purchases or redemptions of Fund shares.

o Certificates for shares are no longer issued.

o We reserve the right to limit the amount of investments and to refuse to
sell to any person.

o If an order to purchase shares is canceled because your check does not
clear, you will be responsible for any resulting losses or fees incurred by
the Fund or the Transfer Agent in the transaction.

o We may open accounts for less than the minimum investment or change minimum
investment requirements at any time.

o There is no fee for purchases made by wire, but we may charge you for this
service upon 30 days' prior notice.

The Funds' account application contains provisions in favor of the Funds, the
Transfer Agent and certain of their affiliates, excluding such entities from
certain liabilities (including, among others, losses resulting from unauthorized
shareholder transactions) relating to the various services (for example,
telephone redemptions and exchanges and check redemptions) made available to
investors.

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<PAGE>

Choosing a Share Class (Tax-Free Intermediate Term Fund only)
-------------------------------------------------------------

The Tax-Free Intermediate Term Fund offers 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. 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 advisers 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 the Fund. If you do not plan to hold your shares in the
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 the 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 adviser and the compensation provided to
financial advisers under each share class. The Adviser works with many
experienced and very qualified financial advisers 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. The Adviser believes that these value-added
services can greatly benefit you through market cycles and will work diligently
with your chosen financial adviser. The Adviser has a financial adviser referral
service available, at no cost, to help you choose a financial adviser in your
area, if you do not have one.

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<PAGE>

Set forth below is a chart comparing the sales loads and distribution fees
applicable to each class of shares:

CLASS SALES LOAD DISTRIBUTION
(12b-1) FEE
- --------------------------------------------------------------------------------

A Maximum of 4.75% initial sales load reduced 0.25%
for 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 deferred 1.00%
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 of the Tax-Free Intermediate Term Fund 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 the Adviser to a
participating unaffiliated dealer. Class A shares are also subject to an annual
12b-1 distribution fee of up to .25% of the Tax-Free Intermediate Term 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 for accounts opened after July 31, 1999:

<TABLE>
<CAPTION>
Which Dealer
Percentage Equals this Reallowance
of Offering Percentage as Percentage
Price Deducted of Your Net of Offering
Amount of Investment for Sales Load Investment Price
-------------------- -------------- ----------- -------------
<S> <C> <C> <C>
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
</TABLE>

14
<PAGE>

The following table illustrates the initial sales load breakpoints for the
purchase of Class A shares for accounts opened before August 1, 1999 and after
January 31, 1995:

<TABLE>
<CAPTION>
Which Dealer
Percentage Equals this Reallowance
of Offering Percentage as Percentage
Price Deducted of Your Net of Offering
Amount of Investment for Sales Load Investment Price
-------------------- -------------- ----------- -------------
<S> <C> <C> <C>
Less than $100,000 2.00% 2.04% 1.80%
$100,000 but less than $250,000 1.50 1.52 1.35
$250,000 but less than $500,000 1.00 1.01 .90
$500,000 but less than $1,000,000 0.75 .76 .65
$1,000,000 or more None None
</TABLE>

The following table illustrates the initial sales load breakpoints for the
purchase of Class A shares for accounts opened before February 1, 1995:

<TABLE>
<CAPTION>
Which Dealer
Percentage Equals this Reallowance
of Offering Percentage as Percentage
Price Deducted of Your Net of Offering
Amount of Investment for Sales Load Investment Price
-------------------- -------------- ----------- -------------
<S> <C> <C> <C>
Less than $500,000 1.00% 1.01% 1.00%
$500,000 but less than $1,000,000 .75 .76 .75
$1,000,000 or more None None
</TABLE>

Under certain circumstances, the Adviser may increase or decrease the
reallowance to selected dealers. In addition to the compensation otherwise paid
to securities dealers, the Adviser 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 Tax-Free Intermediate Term Fund. On
some occasions, such bonuses or incentives may be conditioned upon the sale of a
specified minimum dollar amount of shares of the 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.

For initial purchases of Class A shares of $1 million or more made after October
1, 1995 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 the Adviser. In determining a dealer's eligibility
for such commission, purchases of Class A shares of the Tax-Free Intermediate
Term Fund may be aggregated with simultaneous purchases of Class A shares of
other funds in the Touchstone Family of Funds. Dealers should contact the
Adviser for more information on the calculation of the dealer's commission in
the case of combined purchases.

15
<PAGE>

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 12 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. The Touchstone Funds which are sold with a
sales load are listed in the "How to Exchange Shares" section of this
Prospectus. You should contact the Transfer Agent for information about the
Right of Accumulation and Letter of Intent.

PURCHASES AT NET ASSET VALUE. Class A shares of the Tax-Free Intermediate Term
Fund may be purchased at NAV by pension and profit-sharing plans, pension funds
and other company-sponsored benefit plans that (1) have plan assets of $500,000
or more, or (2) have, at the time of purchase, 100 or more eligible
participants, or (3) certify that they project to have annual plan purchases of
$200,000 or more, or (4) are provided administrative services by certain
third-party administrators that have entered into a special service arrangement
with the Adviser relating to such plan.

Banks, bank trust departments and savings and loan associations, in their
fiduciary capacity or for their own accounts, may purchase Class A shares of the
Tax-Free Intermediate Term Fund at NAV. To the extent permitted by regulatory
authorities, a bank trust department may charge fees to clients for whose
account it purchases shares at NAV. Federal and state credit unions may also
purchase shares at NAV.
In addition, Class A shares of the Tax-Free Intermediate Term Fund may be
purchased at NAV by broker-dealers who have a sales agreement with the Adviser
and their registered personnel and employees, including members of the immediate
families of such registered personnel and employees.

Clients of investment advisers may also purchase Class A shares of the Tax-Free
Intermediate Term Fund at NAV if their investment adviser or broker-dealer has
made appropriate arrangements with the Trust. The investment adviser must notify
the Transfer Agent that an investment qualifies as a purchase at NAV.

Associations and affinity groups and their members may purchase Class A shares
of the Tax-Free Intermediate Term Fund at NAV provided that management of these
groups or their financial adviser has made arrangements to permit them to do so.
Investors or their financial adviser must notify the Transfer Agent that an
investment qualifies as a purchase at NAV.

16
<PAGE>

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 Tax-Free Intermediate Term Fund (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 the Adviser and the
shares are redeemed within one year from the date of purchase. The contingent
deferred sales load will be paid to the Adviser 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 the 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 Class A shares
of the Tax-Free Intermediate Term Fund held for at least one year will not be
subject to the contingent deferred sales load.

Class C Shares
--------------

Class C shares of the Tax-Free Intermediate Term Fund 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 the 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 the Fund's average
daily net assets allocable to Class C shares. The Adviser intends to pay a
commission of 2.00% of the purchase amount to your broker at the time you
purchase Class C shares.

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. The Adviser may require documentation prior to
waiver of the load, including death certificates, physicians' certificates, etc.

All sales loads imposed on redemptions are paid to the Adviser. 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 NAV 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

17
<PAGE>

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.

Distribution Plans
------------------

Pursuant to Rule 12b-1 under the 1940 Act, the Tax-Free Money Fund has adopted a
plan of distribution (the "Tax-Free Money Plan") and the Tax-Free Intermediate
Term Fund has adopted two plans of distribution (the "Class A Plan" and the
"Class C Plan") which permits the Funds to directly incur or reimburse the
Adviser for certain expenses related to the distribution of Fund shares,
including payments to securities dealers and other persons, including the
Adviser and its affiliates, who are engaged in the sale of shares of a Fund and
who may be advising investors regarding the purchase, sale or retention of Fund
shares; expenses of maintaining personnel who engage in or support distribution
of shares or who render shareholder support services not otherwise provided by
the Transfer Agent or the Trust; expenses of formulating and implementing
marketing and promotional activities, including direct mail promotions and mass
media advertising; expenses of preparing, printing and distributing sales
literature and prospectuses and statements of additional information and reports
for recipients other than existing shareholders of the Funds; expenses of
obtaining such information, analyses and reports with respect to marketing and
promotional activities as the Trust may, from time to time, deem advisable; and
any other expenses related to the distribution of Fund shares.

The annual limitation for payment of expenses pursuant to the Tax-Free Money
Plan is .25% of the Tax-Free Money Fund's average daily net assets. The annual
limitation for payment of expenses pursuant to the Class A Plan is .25% of the
Tax-Free Intermediate Term Fund's average daily net assets allocable to Class A
shares.

The Class C Plan allows Class C shares to pay two categories of fees for the
sale and distribution of its shares. First, the Class C Plan allows for the
payment to the Adviser of an account maintenance fee in an amount equal to an
annual rate of .25% of the Tax-Free Intermediate Term Fund's average daily net
assets allocable to Class C shares. The account maintenance fee may be paid to
other brokers based on the average value of Class C shares owned by a broker's
clients. In addition, Class C shares may pay an annual fee of up to .75% of the
average daily net assets of Class C shares for sales and distribution expenses.
These expenses include payments to brokers who sell Class C shares, advertising
and marketing expenses, printing expenses and other distribution-related
expenses.

GENERAL. Because distribution fees are paid out of a Fund's assets on an
on-going basis, over time these fees will increase the cost of your investment
and may cost shareholders in the Tax-Free Intermediate Term Fund more than
paying other types of sales loads. In the event a plan of distribution is
terminated by a Fund in accordance with its terms, the Fund will not be required
to make any payments for expenses incurred after the date the plan terminates.
Distribution expenses paid by the Adviser which are not reimbursed by the Funds
cannot be carried over from year to year.

18
<PAGE>

HOW TO REDEEM SHARES
- --------------------

BY WRITTEN REQUEST. You may send a written request to the Transfer Agent with
your name, your account number and the amount to be redeemed. You must sign your
request exactly as your name appears on our account records. Mail your written
request to:

INTEGRATED FUND SERVICES, INC.
P.O. BOX 5354
CINCINNATI, OHIO 45201-5354

BY TELEPHONE. If the amount of your redemption is less than $25,000, you may
redeem your shares by telephone. To redeem shares by telephone, call the
Transfer Agent (Nationwide call toll-free 800-543-0407; in Cincinnati call
629-2050). Your redemption proceeds may be mailed to the address stated on your
Account Application, wired to your bank or brokerage account as stated on your
Account Application or deposited via an Automated Clearing House (ACH)
transaction. The telephone redemption privilege is automatically available to
you, unless you specifically notify the Transfer Agent not to honor telephone
redemptions for your account.

THROUGH YOUR BROKER-DEALER. You may also redeem shares by placing a wire
redemption request through your broker-dealer. Your broker-dealer is responsible
for ensuring that redemption requests are transmitted to us in proper form in a
timely manner.

BY CHECK. You may open a checking account with either Fund and redeem shares by
check. The Transfer Agent will redeem the appropriate number of shares in your
account to cover the amount of your check. Checks will be processed at the NAV
on the day the check is presented to the Custodian for payment. Shareholders of
the Tax-Free Intermediate Term Fund who write checks should keep in mind that
the Fund's NAV fluctuates daily. Checks may be payable to anyone for any amount,
but checks may not be certified.

If the amount of your check is more than the value of the shares held in your
account, the check will be returned. The Transfer Agent charges shareholders its
costs for each check returned for insufficient funds and for each stop payment.

If you do not write more than 6 checks during a month, you will not be charged a
fee for your checking account. If you write more than 6 checks during a month,
you will be charged $.25 for each additional check written that month.

If you invest in the Tax-Free Money Fund through a cash sweep or similar program
with a financial institution, you may not open a checking account with the Fund.
Shareholders in the Tax-Free Intermediate Term Fund should be aware that writing
a check is a taxable event.

PROCESSING OF REDEMPTIONS. If you request a redemption by wire, you will be
charged an $8 processing fee. We reserve the right to change the processing fee,
upon 30 days' notice. All charges will be deducted from your account by
redeeming shares in your account. Your bank or brokerage firm may also charge
you for processing the wire. Redemption proceeds will only be wired to a
commercial bank

19
<PAGE>

or brokerage firm in the United States. If it is impossible or impractical to
wire funds, the redemption proceeds will be sent by mail to the designated
account.

If you would like your redemption proceeds deposited free of charge directly
into your account with a commercial bank or other depository institution via an
ACH transaction, contact the Transfer Agent for more information.

We redeem shares based on the current NAV on the day we receive a proper request
for redemption, less any contingent deferred sales load on the redeemed shares.
Be sure to review "How to Purchase Shares" above to determine whether your
redemption is subject to a contingent deferred sales load.

A SIGNATURE GUARANTEE helps protect against fraud. You can obtain one from most
banks or securities dealers, but not from a notary public. For joint accounts,
each signature must be guaranteed. Please call us to ensure that your signature
guarantee will be submitted correctly.

A SIGNATURE GUARANTEE is required for (1) any redemption which is $25,000 or
more and (2) any redemption when the name(s) or the address on the account has
been changed within 30 days of your redemption request.

ADDITIONAL INFORMATION ABOUT ACCOUNTS AND REDEMPTIONS

SMALL ACCOUNTS. Due to the high costs of maintaining small accounts, we may ask
that you increase your account balance if your account falls below the minimum
amount required for your account (based on the amount of your investment, not on
market fluctuations). If the account balance remains below our minimum
requirements for 30 days after we notify you, we may close your account and send
you the proceeds, less any applicable contingent deferred sales load.

AUTOMATIC WITHDRAWAL PLAN. If the shares in your account have a value of at
least $5,000, you (or another person you have designated) may receive monthly or
quarterly payments in a specified amount of not less than $50 each. There is no
charge for this service. Purchases of additional shares of the Tax-Free
Intermediate Term Fund while the plan is in effect are generally undesirable
because an initial sales load is incurred whenever purchases are made.

REINVESTMENT PRIVILEGE. If you have redeemed shares of the Tax-Free Intermediate
Term Fund, you may reinvest all or part of the proceeds without paying a sales
load. You must make your reinvestment within 90 days of your redemption and you
may only use this privilege once a year.

MISCELLANEOUS. In connection with all redemptions of shares of the Funds, we
observe the following policies and procedures:

o We may refuse any redemption request involving recently purchased shares
until your check for the recently purchased shares has cleared. To
eliminate this delay, you may purchase shares of the Funds by certified
check or wire.

20
<PAGE>

o We may refuse any telephone redemption request if the name(s) or the
address on the account has been changed within 30 days of your redemption
request.

o We may delay mailing redemption proceeds from the Tax-Free Intermediate
Term Fund for up to 7 business days (redemption proceeds are normally
mailed within 3 business days after receipt of a proper request).

o We may delay mailing redemption proceeds from the Tax-Free Money Fund for
more than 3 business days (redemption proceeds are normally mailed or wired
within 3 business days after receipt of a proper written request and within
1 business day after receipt of a proper telephone request). Redemption
proceeds from the Tax-Free Money 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.

o We will consider all written and verbal instructions as authentic and will
not be responsible for processing instructions received by telephone which
are reasonably believed to be genuine or for processing redemption proceeds
by wire. We will use reasonable procedures to determine that telephone
instructions are genuine, such as requiring forms of personal
identification before acting upon telephone instructions, providing written
confirmation of the transactions and/or tape recording telephone
instructions. If we do not use such procedures, we may be liable for losses
due to unauthorized or fraudulent instructions.

HOW TO EXCHANGE SHARES
- ----------------------

Shares of either Fund and of any other fund in the Touchstone Family of Funds
may be exchanged for each other.

Shares of the Tax-Free Money Fund and Class A shares of the Tax-Free
Intermediate Term Fund which do not have a contingent deferred sales load may be
exchanged for Class A shares of any other fund and for shares of a fund which
offers only one class of shares (provided these shares do not have a contingent
deferred sales load). If you paid a sales load on the shares being exchanged,
this amount will be credited towards the sales load (if any) on the shares being
acquired.

Class C shares of the Tax-Free Intermediate Term Fund as well as Class A shares
of the Fund which have a contingent deferred sales load, may be exchanged, based
on their per share NAV, for shares of any other fund which has a contingent
deferred sales load and for shares of any fund which is a money market fund. You
will receive credit for the period of time you held the shares being exchanged
when determining whether a contingent deferred sales load will apply, unless
your shares were held in a money market fund.

The Touchstone Family of Funds consists of the following funds. Funds which may
have a front-end or a contingent deferred sales load are marked with an
asterisk.

21
<PAGE>

GROWTH FUNDS GROWTH & INCOME FUNDS
- ------------ ---------------------
*Growth/Value Fund *Utility Fund
*Aggressive Growth Fund
*Emerging Growth Fund VALUE FUNDS
*International Equity Fund -----------
*Enhanced 30 Fund *Value Plus Fund
*Equity Fund
TAX-FREE BOND FUNDS
TAXABLE BOND FUNDS -------------------
- ------------------ *Tax-Free Intermediate Term Fund
*Bond Fund *Ohio Insured Tax-Free Fund
*Intermediate Term Government Income Fund
*High Yield Fund TAX-FREE MONEY MARKET FUNDS
---------------------------
TAXABLE MONEY MARKET FUNDS Tax-Free Money Fund
- -------------------------- Ohio Tax-Free Money Fund
Short Term Government Income Fund California Tax-Free Money Fund
Institutional Government Income Fund Florida Tax-Free Money Fund
Money Market Fund

You may exchange shares by written request or by telephone. You must sign your
written request exactly as your name appears on our account records. If you are
unable to exchange shares by telephone due to such circumstances as unusually
heavy market activity, you can exchange shares by mail or in person. Your
exchange will be processed at the next determined NAV (or offering price, if
there is a sales load) after the Transfer Agent receives your request.

You may only exchange shares into a fund which is authorized for sale in your
state of residence and you must meet that fund's minimum initial investment
requirements. The Board of Trustees may change or discontinue the exchange
privilege after giving shareholders 60 days' prior notice. An exchange will be
treated as a sale of shares and any gain or loss on an exchange is a taxable
event. Before making an exchange, contact the Transfer Agent to request
information about the other funds in the Touchstone Family of Funds.

DIVIDENDS AND DISTRIBUTIONS
- ---------------------------

Each Fund expects to distribute substantially all of its net investment income
monthly and any net realized long-term capital gains at least annually.
Management will determine when to distribute any net realized short-term capital
gains. The percentage of the distribution which is tax-exempt will be based upon
the percentage of actual tax-exempt income earned by the Fund during the
distribution period. This percentage will vary from distribution to
distribution. Your distributions will be paid under one of the following
options:

Share Option - all distributions are reinvested in additional shares.

Income Option - income and short-term capital gains are paid in cash;
long-term capital gains are reinvested in additional
shares.

Cash Option - all distributions are paid in cash.

22
<PAGE>

Please mark on your Account Application the option you have selected. If you do
not select an option, you will receive the Share Option. If you select the
Income Option or the Cash Option and the post office cannot deliver your checks
or if you do not cash your checks within 6 months, your dividends may be
reinvested in your account at the then-current NAV and your account will be
converted to the Share Option. You will not receive interest on the amount of
your uncashed checks until the checks have been reinvested in your account.

Distributions will be based on the Fund's NAV on the payable date. If you have
received a cash distribution from the Tax-Free Intermediate Term Fund, you may
reinvest it at NAV (without paying a sales load) at the next determined NAV on
the date of your reinvestment. You must make your reinvestment within 30 days of
the distribution date and you must notify the Transfer Agent that your
distribution is being reinvested under this provision.

TAXES
- -----

Each Fund has qualified in all prior years and intends to continue to qualify
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. Each Fund also 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 intends to
distribute substantially all of its net investment income and any net realized
capital gains to its shareholders.

Each Fund may invest a portion of its assets in obligations which pay interest
that is not exempt from federal income tax. For federal income tax purposes, a
shareholder's proportionate share of taxable distributions from a Fund's net
investment income as well as from net realized short-term capital gains, if any,
is taxable as ordinary income. Since the Funds' investment income is derived
from interest rather than dividends, no portion of such distributions is
eligible for the dividends received deduction available to corporations.

Distributions of net capital gains (i.e., the excess of net long-term capital
gains over net short-term capital losses) by each Fund to its shareholders are
taxable to the recipient shareholders as capital gains, without regard to the
length of time a shareholder has held Fund shares. The maximum capital gains
rate for individuals is 20% with respect to assets held for more than 12 months.
The maximum capital gains rate for corporate shareholders is the same as the
maximum tax rate for ordinary income.

Issuers of tax-exempt securities issued after August 31, 1986 are required to
comply with various restrictions on the use and investment of proceeds of sales
of the securities. Any failure by the issuer to comply with these restrictions
would cause interest on such securities to become taxable to the security
holders as of the date the securities were issued.

Redemptions and exchanges of shares of the Tax-Free Intermediate Term Fund are
taxable events on which a shareholder may realize a gain or loss. If a
shareholder buys shares of the Tax-Free Intermediate Term Fund and sells them at
a loss within 6 months, any loss will be disallowed for federal income tax
purposes to the extent of the exempt-interest dividends received on such shares.
Any loss

23
<PAGE>

realized upon the sale of shares of the Tax-Free Intermediate Term Fund within 6
months from the date of their purchase will be treated as a long-term capital
loss to the extent of amounts treated as distributions of net realized long-term
capital gains during such 6 month period. In addition, shareholders should be
aware that interest on indebtedness incurred to purchase or carry shares of
either Fund is not deductible for federal income tax purposes. Shareholders
receiving Social Security benefits may be taxed on a portion of those benefits
as a result of receiving tax-exempt income.

The Funds will mail to each of their shareholders a statement indicating the
amount and federal income tax status of all distributions made during the year.
Each Fund will report to its shareholders the percentage and source of income
earned on tax-exempt obligations held by it during the preceding year. An
exemption from federal income tax may not result in similar exemptions under the
laws of a particular state or local taxing authority.

Shareholders should consult their tax advisors about the tax effect of
distributions and withdrawals from the Funds and the use of the Automatic
Withdrawal Plan and the Exchange Privilege. The tax consequences described in
this section apply whether distributions are taken in cash or reinvested in
additional shares. 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 persons should consult their tax
advisors before investing in the Funds.

OPERATION OF THE FUNDS
- ----------------------

The Funds are diversified series of Touchstone Tax-Free Trust, an open-end
management investment company organized as a Massachusetts business trust. Like
other mutual funds, the Trust retains various organizations to perform
specialized services for the Funds.

INVESTMENT ADVISER. Touchstone Advisors, Inc. (the "Adviser" or "Touchstone
Advisors"), located at 311 Pike Street, Cincinnati, Ohio 45202, is the
investment adviser for the Funds.

Touchstone Advisors has been registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act") since 1994. As
of December 31, 1999, Touchstone Advisors had approximately $532 million in
assets under management.

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

24
<PAGE>

Touchstone Advisors will continually monitor a Fund Sub-Adviser's performance
through various analyses and through in-person, telephone and written
consultations with the Fund Sub-Adviser.

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

Touchstone Advisors is also responsible for running all of the operations of the
Funds, except for those that are subcontracted to a Fund Sub-Adviser, custodian,
transfer agent or administrator.

Each Fund pays Touchstone Advisors a fee at the annual rate of .5% of its
average daily net assets up to $100 million; .45% of such assets from $100
million to $200 million; .4% of such assets from $200 million to $300 million;
and .375% of such assets in excess of $500 million. Out of this fee Touchstone
Advisors pays the Fund Sub-Adviser a fee for its services.

FUND SUB-ADVISER. Fort Washington Investment Advisors, Inc. ("Fort Washington"),
located at 420 East Fourth Street, Cincinnati, Ohio 45202, has been retained as
the Sub-Adviser to each Fund. Fort Washington makes the day-to-day decisions
regarding buying and selling specific securities for each Fund. Fort Washington
manages each Fund's investments according to its applicable investment goals and
strategies.

Fort Washington has been registered as an investment adviser 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 approximately $13 billion.

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 a Fund Sub-Adviser. The Board of Trustees reviews all of
Touchstone Advisor's decisions to reduce the possibility of a conflict of
interest situation.

John J. Goetz, First Vice President and Chief Investment Officer - Tax-Free
Fixed Income of the Sub-Adviser, is primarily responsible for managing the
portfolio of each Fund. Mr. Goetz has been employed by the Sub-Adviser, and its
predecessors, in various capacities since 1981 and has been managing each Fund's
portfolio since October 1986.

Touchstone Securities, Inc. (the "Distributor"), an affiliate of Touchstone
Advisors, Inc. is the principal underwriter for the Funds and the exclusive
agent for the distribution of shares of the Funds. The Distributor receives the
entire sales load on all direct initial investments in the Tax-Free Intermediate
Term Fund and on all investments which are not made through a broker.

25
<PAGE>

providers have not been converted to meet the requirements of the new century.
The Adviser has evaluated its internal systems and expects them to handle the
change of millennium. The Adviser is monitoring on an ongoing basis the progress
of the Funds' service providers to convert their systems to comply with the
requirements of the Year 2000. The Adviser currently has no reason to believe
that these service providers will not be fully and timely compliant. However,
you should be aware that there can be no assurance that all systems will be
successfully converted prior to January 1, 2000, in which case it would become
necessary for the Funds to enter into agreements with new service providers or
to make other arrangements. In addition, although the Adviser considers an
issuer's Year 2000 compliance status in the investment decision making process,
companies in which the Funds invest may experience Year 2000 difficulties and
the Funds are unable to predict to what extent the Year 2000 issue will impact
the value of those securities.

CALCULATION OF SHARE PRICE AND PUBLIC OFFERING PRICE
- ----------------------------------------------------

On each day that the Trust is open for business, the share price (NAV) of the
Tax-Free Money Fund's shares is determined as of 12:00 noon and 4:00 p.m.,
Eastern time. The public offering price (NAV plus applicable sales load) of the
shares of the Tax-Free Intermediate Term Fund is determined as of the close of
the regular session of trading on the New York Stock Exchange (normally 4:00
p.m., Eastern time). The Trust is open for business on each day the New York
Stock Exchange is open for business and on any other day when there is
sufficient trading in a Fund's investments that its NAV might be materially
affected. The NAV per share of a Fund is calculated by dividing the sum of the
value of the securities held by the Fund plus cash or other assets minus all
liabilities (including estimated accrued expenses) by the total number of shares
outstanding of the Fund, rounded to the nearest cent. The price at which a
purchase or redemption of Fund shares is processed is based on the next
calculation of NAV after the order is placed.

The Tax-Free Money Fund seeks to maintain a constant share price of $1.00 per
share by valuing its securities on an amortized cost basis. Under the amortized
cost method of valuation, the Tax-Free Money 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 which meet the Fund's quality standards and present minimal
credit risks. The Fund's obligations are valued at original cost adjusted for
amortization of premium or accumulation of discount, rather than valued at
market. This method should enable the Fund to maintain a stable NAV per share.
However, there is no assurance that the Tax-Free Money Fund will be able to do
so.

The Tax-Free Intermediate Term Fund's tax-exempt securities 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 Adviser 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 Tax-Free Intermediate Term Fund for which
market quotations are not

26
<PAGE>

readily available are valued at their fair value as determined in good faith
using procedures established by the Board of Trustees. The Tax-Free Intermediate
Term Fund's NAV will fluctuate with the value of the securities it holds.

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

The financial highlights table is intended to help you understand the Funds'
financial performance for the past five years. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned or lost on an investment
in the Funds (assuming reinvestment of all dividends and distributions). This
information has been audited by Arthur Andersen LLP, whose report, along with
the Funds' financial statements, is included in the Statement of Additional
Information, which is available upon request.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
TAX-FREE MONEY FUND
Per Share Data for a Share Outstanding Throughout Each Year
- -----------------------------------------------------------------------------------------------------
Year Ended June 30,
- -----------------------------------------------------------------------------------------------------
1999 1998 1997 1996 1995
- -----------------------------------------------------------------------------------------------------
<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 0.030 0.029 0.031 0.030
-------------------------------------------------------------
Dividends from net investment
income (0.027) (0.030) (0.029) (0.031) (0.030)
-------------------------------------------------------------
Net asset value at end of year $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
-------------------------------------------------------------
Total return 2.75% 3.03% 2.89% 3.15% 3.07%
=============================================================
Net assets at end of year (000's) $ 25,234 $ 37,383 $30,126 $ 25,342 $ 26,692
=============================================================
Ratio of net expenses to
average net assets(A) 0.89% 0.92% 0.99% 0.99% 0.99%
Ratio of net investment income to
average net assets 2.74% 2.98% 2.85% 3.09% 3.00%

(A) Absent fee waivers by the Adviser, the ratio of expenses to average net
assets would have been 0.95% for the year ended June 30, 1999.

27
<PAGE>

TAX-FREE INTERMEDIATE TERM FUND - CLASS A
- --------------------------------------------------------------------------------------------------------
Per Share Data for a Share Outstanding Throughout Each Year
- --------------------------------------------------------------------------------------------------------
Year Ended June 30,
----------------------------------------------------------------
1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------------------------------

Net asset value at beginning of year $ 11.12 $ 11.01 $ 10.85 $ 10.86 $ 10.69
----------------------------------------------------------------
Income from investment operations:
Net investment income 0.48 0.50 0.50 0.50 0.49
Net realized and unrealized gains
(losses) on investments (0.25) 0.11 0.16 (0.01) 0.17
----------------------------------------------------------------
Total from investment operations 0.23 0.61 0.66 0.49 0.66
----------------------------------------------------------------

Dividends from net investment
income (0.48) (0.50) (0.50) (0.50) (0.49)
----------------------------------------------------------------

Net asset value at end of year $ 10.87 $ 11.12 $ 11.01 $ 10.85 $ 10.86
================================================================

Total return(A) 2.07% 5.63% 6.19% 4.51% 6.36%
================================================================

Net assets at end of year (000's) $ 47,899 $ 52,896 $ 58,485 $ 67,675 $81,140
================================================================

Ratio of net expenses to
average net assets 0.99% 0.99% 0.99% 0.99% 0.99%

Ratio of net investment income to
average net assets 4.33% 4.50% 4.55% 4.52% 4.59%

Portfolio turnover rate 51% 36% 30% 37% 32%

(A) Total returns shown exclude the effect of applicable sales loads.

28
<PAGE>

TAX-FREE INTERMEDIATE TERM FUND - CLASS C
- --------------------------------------------------------------------------------------------------------
Per Share Data for a Share Outstanding Throughout Each Year
- --------------------------------------------------------------------------------------------------------
Year Ended June 30,
----------------------------------------------------------------
1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------------------------------

Net asset value at beginning of year $ 11.12 $ 11.01 $ 10.85 $ 10.86 $ 10.69
----------------------------------------------------------------

Income from investment operations:
Net investment income 0.40 0.42 0.43 0.44 0.44
Net realized and unrealized gains
(losses) on investments (0.24) 0.11 0.16 (0.01) 0.17
----------------------------------------------------------------
Total from investment operations 0.16 0.53 0.59 0.43 0.61
----------------------------------------------------------------

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

Net asset value at end of year $ 10.88 $ 11.12 $ 11.01 $ 10.85 $ 10.86
================================================================

Total return(A) 1.40% 4.85% 5.49% 4.00% 5.82%
================================================================

Net assets at end of year (000's) $ 4,634 $ 4,747 $ 5,161 $ 5,239 $ 4,814
================================================================

Ratio of net expenses to
average net assets 1.74% 1.74% 1.65% 1.49% 1.49%

Ratio of net investment income to
average net assets 3.58% 3.75% 3.89% 4.02% 4.08%

Portfolio turnover rate 51% 36% 30% 37% 32%

(A) Total returns shown exclude the effect of applicable sales loads.
</TABLE>

29
<PAGE>

Touchstone Tax-Free Trust
- -------------------------
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4094
Nationwide (Toll-Free) 800-543-8721
Cincinnati 513-629-2000

Board of Trustees
- -----------------
William O. Coleman
Phillip R. Cox
H. Jerome Lerner
Robert H. Leshner
Jill T. McGruder
Oscar P. Robertson
Nelson Schwab, Jr.
Robert E. Stautberg
Joseph S. Stern, Jr.

Investment Adviser
- ------------------
Touchstone Advisors, Inc.
311 Pike Street
Cincinnati, Ohio 45202

Sub-Adviser
- -----------
Fort Washington Investment Advisors, Inc.
420 East Fourth Street
Cincinnati, Ohio 45202

Transfer Agent
- --------------
Integrated Fund Services, Inc.
P.O. Box 5354
Cincinnati, Ohio 45201-5354

Shareholder Service
- -------------------
Nationwide: (Toll-Free) 800-543-0407
Cincinnati: 513-629-2050

Additional information about the Funds is included in the Statement of
Additional Information ("SAI") which is incorporated by reference in its
entirety. Additional information about the Tax-Free Intermediate Term Fund's
investments is available in the Funds' annual and semiannual reports to
shareholders. In the Funds' annual report you will find a discussion of the
market conditions and investment strategies that significantly affected the
Tax-Free Intermediate Term Fund's performance during its last fiscal year.

To obtain a free copy of the SAI, the annual and semiannual reports or other
information about the Funds, or to make inquiries about the Funds, please call
1-800-543-0407 (Nationwide) or 629-2050 (in Cincinnati).

28
<PAGE>

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. Information about the operation of the public reference room can be
obtained by calling the Commission at 1-800-SEC-0330. Reports and other
information about the Funds are available on the Commission's Internet site at
http://www.sec.gov. Copies of information on the Commission's Internet site can
be obtained for a fee by writing to: Securities and Exchange Commission, Public
Reference Section, Washington, D.C. 20549-6009.

File No. 811-3174

<PAGE>

Tax-Exempt

PROSPECTUS

Ohio Insured
Tax-Free Fund

November 1, 1999
(Revised May 10, 2000)

TOUCHSTONE
FUNDS

This Prospectus has information you should know before you invest. Please read
it carefully and keep it with your investment records.

<PAGE>

PROSPECTUS
November 1, 1999
(Revised May 10, 2000)

TOUCHSTONE TAX-FREE TRUST
312 WALNUT STREET, 21ST FLOOR
CINCINNATI, OHIO 45202
800-543-0407

OHIO INSURED TAX-FREE FUND

TABLE OF CONTENTS

RISK/RETURN SUMMARY............................................................2
RISK/RETURN SUMMARY: FEE TABLE.................................................4
INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES AND RELATED RISKS..................5
HOW TO PURCHASE SHARES........................................................10
HOW TO REDEEM SHARES..........................................................17
HOW TO EXCHANGE SHARES........................................................19
DIVIDENDS AND DISTRIBUTIONS...................................................21
TAXES.........................................................................21
OPERATION OF THE FUND.........................................................23
CALCULATION OF SHARE PRICE AND PUBLIC OFFERING PRICE..........................25
FINANCIAL HIGHLIGHTS..........................................................26

FOR FURTHER INFORMATION OR ASSISTANCE IN OPENING AN ACCOUNT, PLEASE CONTACT YOUR
BROKER OR CALL US AT THE ABOVE NUMBER.

<PAGE>

RISK/RETURN SUMMARY
- -------------------

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The Fund seeks the highest level of interest income exempt from federal income
tax and Ohio personal income tax, consistent with protection of capital.

WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?

The Fund will invest at least 65% of its total assets in high- quality long-term
Ohio municipal obligations which are insured as to the timely payment of
principal and interest. Ohio municipal obligations are debt obligations issued
by the State of Ohio and its agencies which pay interest that is exempt from
both federal income tax and Ohio personal income tax.

Under normal market conditions, the Fund will be invested so that at least 80%
of its annual income will be exempt from federal income tax and Ohio personal
income tax. The Fund intends to maintain an average weighted maturity of more
than 15 years.

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

The Fund's share price, yield and total return will fluctuate due to changes in
economic conditions, interest rates, political events and other conditions
affecting the performance of the bond market. In general, bond prices fall when
interest rates rise. This effect is usually more pronounced for longer-term
securities, such as those held by the Fund. As with any investment in the bond
market, there is a risk that you may lose money by investing in the Fund.

Municipal obligations purchased by the Fund may include floating and variable
rate obligations, when-issued obligations, obligations with puts attached and
lease obligations. The Fund will be subject to the risks associated with
investments in these types of obligations.

The Fund is non-diversified and may invest in a smaller number of issuers than a
diversified fund. Therefore, an investment in the Fund may be riskier than an
investment in other types of bond funds. There are also risks of reduced
diversification because the Fund invests primarily in debt obligations of
issuers within a single state. The Fund's performance is closely tied to the
financial condition of the State of Ohio and its municipalities and authorities.
A deterioration in the condition of an issuer of a municipal obligation held by
the Fund could result in a default by the issuer on its payments of interest and
principal, which could cause a decrease in the value of the Fund's shares, if
the obligation is not insured. Although the Adviser believes that the Fund's
credit risks will be substantially reduced by insurance, insurance does not
guarantee the value of the municipal obligations held by the Fund or the value
of the Fund's shares.

An investment in the Fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.

2
<PAGE>

PERFORMANCE SUMMARY

The bar chart and performance table shown below provide an indication of the
risks of investing in the Fund by showing the changes in the performance of the
Fund from year to year during the past 10 years and by showing how the average
annual returns of the Fund compare to those of a broad-based securities market
index. The Fund's past performance is not necessarily an indication of its
future performance.

CLASS A SHARES (BAR CHART)
8.95% 5.92% 11.01% 8.76% 12.59% -5.37% 15.86% 3.07% 7.20% 5.54%

1989 1990 1991 1992 1993 1994 1995 1996 1997 1998

The total returns shown above do not reflect the sales load on Class A shares
and, if included, returns would be less than those shown.

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

The year-to-date return of the Fund's Class A shares as of September 30, 1999 is
- -2.29%.

AVERAGE ANNUAL TOTAL RETURNS
FOR PERIODS ENDED DECEMBER 31, 1998

One Five Ten Since
Year Years Years Inception*
---- ----- ----- ----------

Ohio Insured Tax-Free
Fund Class A 1.32% 4.18% 6.77% 7.64%

Lehman Brothers 15-Year
Municipal General
Obligation Bond Index 7.64% 6.86% 8.71% N/A

Ohio Insured Tax-Free
Fund Class C 4.76% 4.38% -- 4.48%

Lehman Brothers 15-Year
Municipal General
Obligation Bond Index 7.64% 6.86% 8.71% 6.94%

* Inception date for Class A shares was April 1, 1985; inception date for
Class C shares was November 1, 1993.

3
<PAGE>

RISK/RETURN SUMMARY: FEE TABLE
- ------------------------------

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

SHAREHOLDER FEES (fees paid directly from your investment)

Class A Class C
Shares Shares
------ ------
Maximum Sales Load......................................... 4.75% 2.25%
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)........................ 4.75% 1.25%
Maximum Deferred Sales Load
(as a percentage of original purchase price
or the amount redeemed, whichever is less)................ None* 1.00%
Sales Load Imposed on Reinvested Dividends................. None None
Redemption Fee............................................. None** None**
Exchange Fee............................................... None None

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)

Class A Class C
Shares Shares
------ ------
Management Fees............................................ .50% .50%
Distribution (12b-1) Fees.................................. .01% .54%
Other Expenses............................................. .24% .50%
----- -----
Total Annual Fund Operating Expenses....................... .75% 1.50%
===== =====

EXAMPLE
This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. It assumes that you invest
$10,000 in the Fund for the time periods indicated and then redeem 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. Although your actual costs may be higher or lower, based on
these assumptions your costs would be:

4
<PAGE>

Class A Class C
Shares Shares
------ ------
1 Year $ 548 $ 376
3 Years 703 593
5 Years 872 933
10 Years 1,361 1,843

You would pay the following expenses if you did not redeem your shares:

Class A Class C
Shares Shares
------ ------
1 Year $ 548 $ 276
3 Years 703 593
5 Years 872 933
10 Years 1,361 1,843

INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES AND RELATED RISKS
- -------------------------------------------------------------

INVESTMENT OBJECTIVE

The Fund seeks the highest level of interest income exempt from federal income
tax and Ohio personal income tax, consistent with protection of capital.

The Fund's investment objective may be changed by the Board of Trustees without
the approval of shareholders. You will be notified if there is a change in the
Fund's investment objective and you should then consider whether the Fund will
continue to be an appropriate investment under your circumstances.

PRINCIPAL INVESTMENT STRATEGIES

Under normal market conditions, the Fund will invest at least 65% of its total
assets 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 Fund intends to maintain an average weighted maturity of more
than 15 years. The Fund may invest in obligations of any maturity, including
short-term municipal obligations and tax-exempt commercial paper. If the Adviser
determines that market conditions warrant a shorter average weighted maturity,
the maturity of the Fund's investments will be reduced, but the Fund's average
weighted maturity will not be reduced below 10 years. It is a fundamental policy
that, under normal market conditions, the Fund will be invested so that 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 policy may not be
changed without the approval of the Fund's shareholders.

5
<PAGE>

Under normal market conditions, the Adviser will invest at least 65% of its
total assets in Ohio municipal obligations which are rated within the highest
rating category by a national rating agency. The Adviser may also invest in Ohio
municipal obligations and other securities which are rated within the four
highest rating categories by a rating agency. If the rating of an obligation
purchased by the Fund is reduced below the four highest rating categories, the
Fund will sell that security, subject to the Adviser's assessment of the most
opportune time for sale. The Fund may also purchase obligations that are unrated
at the time of purchase but are determined by the Adviser to be of comparable
quality.

OHIO MUNICIPAL OBLIGATIONS. Ohio municipal obligations are debt obligations
issued by the State of Ohio and its political subdivisions, agencies,
authorities and instrumentalities which pay interest that is, in the opinion of
bond counsel to the issuer, exempt from both federal income tax, including the
alternative minimum tax and Ohio personal income tax. Ohio municipal obligations
are used to finance work on public facilities, to pay general operating expenses
or to refinance outstanding debts. They 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.

Ohio municipal obligations consist of tax-exempt bonds, tax-exempt notes and
tax-exempt commercial paper. The two principal types of Ohio municipal
obligations are "general obligation" and "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 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. The Fund may invest in any
combination of general obligation bonds, revenue bonds and industrial
development bonds. Tax-exempt notes, such as tax anticipation notes, revenue
anticipation notes and bond anticipation notes are used to provide interim
financing or other short-term capital needs and generally mature in one year or
less.

Municipal obligations purchased by the Fund may include floating and variable
rate municipal obligations, when-issued obligations, obligations with puts
attached and lease obligations.

o Floating and variable rate municipal obligations are 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 the 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.

6
<PAGE>

o When-issued obligations are obligations which are paid for and delivered
within 15 to 45 days after the date of their purchase. The Fund 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
commitments.

o Obligations with puts attached are obligations which may be resold back to
the seller at a specific price or yield within a specific period of time.
The Fund will purchase obligations with puts attached for liquidity
purposes. The purchase of obligations with puts attached involves the risk
that the seller may not be able to repurchase the underlying obligation.

TEMPORARY DEFENSIVE PURPOSES. For temporary defensive purposes, the Fund may
invest, as the Adviser deems necessary, in uninsured municipal obligations which
pay interest that is exempt from federal, but not Ohio personal income tax and
taxable short-term securities. Taxable short-term securities include
certificates of deposit and other bank debt instruments, commercial paper, U.S.
Government obligations and repurchase agreements. Under normal market
conditions, no more than 5% of the Fund's net assets will be invested in any one
type of taxable obligation. Although interest earned on these short-term
obligations is taxable as ordinary income for federal and/or Ohio income tax
purposes, the Fund intends to minimize taxable income through investment, when
possible, in other available securities exempt from federal and/or Ohio income
taxes, including shares of investment companies whose dividends are tax-exempt.
The Fund may invest in these taxable securities when, for example, due to market
conditions Ohio municipal obligations are temporarily unavailable for purchase,
pending investment of proceeds of sales of Fund shares or portfolio securities
or in anticipation of redemptions. When taking such a temporary defensive
position, the Fund may not achieve its investment objective.

INSURANCE. The Fund will purchase insured Ohio municipal obligations which
require the insurer to make payments of principal and interest, when due, to the
Fund if the issuer defaults on its payments. Obligations purchased by the Fund
will be insured either through an insurance policy purchased by the issuer of
the obligation or through an insurance policy purchased by the

7
<PAGE>

Fund. The Fund intends that its insured obligations will be insured by the
issuer of the obligation under a new issue insurance policy. 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. The Fund may also purchase uninsured Ohio
municipal obligations if the obligations are guaranteed by the U.S. Government
or if the obligations are short-term Ohio municipal obligations.

PRINCIPAL RISK CONSIDERATIONS

INTEREST RATE RISK. The Fund's yield, share price and total return will
fluctuate due to changes in interest rates. Generally, the Fund's share price
will increase when interest rates decrease and will decrease when interest rates
increase. This effect is usually more pronounced for longer-term securities,
such as those held by the Fund.

CREDIT RISK. A deterioration in the financial condition of an issuer of a
municipal obligation or a deterioration in general economic conditions could
cause the issuer to default on its obligation to pay interest and repay
principal, if an obligation is not insured. This could cause the Fund's share
price to decrease. The Fund's ability to achieve its investment objective
depends to a great extent on the ability of an issuer of an obligation to meet
its scheduled payments of principal and interest, if an obligation is not
insured. The Fund may purchase obligations which are rated Baa or BBB which have
speculative characteristics and are less likely than higher-grade obligations to
pay interest and repay principal during an economic downturn.

Municipal obligations purchased by the Fund 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 the Fund's shares, if the
obligation is not insured. The Fund may purchase municipal lease obligations,
which are obligations issued by a state or local government or authority to
acquire land and a wide variety of equipment and facilities. If the funds are
not appropriated for the following year's lease payments, the lease may
terminate, with the possibility of a default on the lease obligation, if the
obligation is not insured.

The Adviser 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.

NON-DIVERSIFICATION RISK. The Fund is a non-diversified fund, which means that
it may invest more than 5% of its assets in the securities of one 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 net asset value
of shares in a diversified fund.

8
<PAGE>

CONCENTRATION RISK. The Fund may invest more than 25% of its assets in municipal
obligations 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.

The Fund may invest more than 25% of its assets in industrial development bonds
which may be backed only by the assets and revenues of nongovernmental users.
However, the Fund will not invest more than 25% of its assets in securities
backed by nongovernmental users which are in the same industry.

Because the Fund invests primarily in Ohio municipal obligations, economic and
political conditions in Ohio may impact the value of the Fund's shares. The
economy in the State of Ohio, once concentrated in the manufacturing of motor
vehicles and equipment, steel, rubber products and household appliances, has
diversified since the 1980s. This has brought the state's employment mix more in
line with that of the nation, although manufacturing is still above the national
average, at 19.8% of employment in 1998, versus 15.3% for the nation. Statewide
employment levels continue to increase, with total employment in 1998 up 1% over
the prior year. The state's steady economic performance has resulted in
consistently strong financial results. The 1997 and 1998 fiscal years ended with
revenues exceeding forecasts and spending below budgets. At the end of the 1998
fiscal year, the state had a general revenue fund balance exceeding $2.6
billion, or 14% of the general revenue fund's budget. The state's 2000-2001
budget will address funding for primary and secondary education in response to a
1998 Ohio Supreme Court decision declaring the current system of school funding
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
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 and the Fund's share price.

TAX RISK. Certain provisions in the Internal Revenue Code relating to the
issuance of municipal obligations may reduce the volume of municipal obligations
qualifying for federal tax exemptions. Shareholders should consult their tax
advisors concerning the effect of these provisions on an investment in the Fund.
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 were enacted that would reduce the availability of municipal
obligations for investment by the Fund so as to adversely affect its
shareholders, the Fund would reevaluate its investment objective and policies
and submit possible changes in the Fund's structure to shareholders for their
consideration. If legislation were enacted that would treat a type of municipal
obligation as taxable, the Fund would treat such security as a permissible
taxable investment within the applicable limits set forth herein.

9
<PAGE>

HOW TO PURCHASE SHARES
- ----------------------

You may open an account with the Fund by investing the minimum amount required
for the type of account you open. You may invest additional amounts in an
existing account at any time. For more information about how to purchase shares,
call Integrated Fund Services, Inc. (the "Transfer Agent") (Nationwide call
toll-free 800-543-0407; in Cincinnati call 629-2050). The different account
options and minimum investment requirements are listed below.

ACCOUNT OPTIONS

Automatic Investment Plan
- -------------------------
You may make automatic monthly investments in the Fund from your bank, savings
and loan or other depository institution account. The minimum initial and
subsequent investments must be $50 under the plan. The Transfer Agent pays the
costs of your transfers, but reserves the right, upon 30 days' written notice,
to make reasonable charges for this service.

MINIMUM INVESTMENT REQUIREMENTS

Initial Additional
Regular Accounts $1,000 None

Automatic Investment Plan $ 50 $ 50

Direct Deposit Plans
- --------------------
Your employer may offer a direct deposit plan which will allow you to have all
or a portion of your paycheck transferred automatically to purchase shares of
the Fund. Social security recipients may have all or a portion of their social
security check transferred automatically to purchase shares of the Fund.

OPENING A NEW ACCOUNT
You may open an account directly with the Fund or through your broker-dealer. To
open an account directly with the Fund, please follow the steps outlined below.

1. Complete the Account Application included in this Prospectus. Be sure to
indicate the type of account you wish to open, the amount of money you wish
to invest and the class of shares you want to purchase. If you do not
indicate which class you want to purchase, we will invest your purchase in
Class A shares.

2. Write a check for your initial investment to the "Ohio Insured Tax-Free
Fund." Mail your completed Account Application and your check to the
following address:

INTEGRATED FUND SERVICES, INC.
P.O. BOX 5354
CINCINNATI, OHIO 45201-5354

10
<PAGE>

MISCELLANEOUS. In connection with all purchases of Fund shares, we observe the
following policies and procedures:

o We price direct purchases based upon the next public offering price (NAV
plus any applicable sales load) after your order is received. Direct
purchase orders received by the Transfer Agent by 4:00 p.m., Eastern time,
are processed at that day's public offering price. Direct investments
received by the Transfer Agent after 4:00 p.m., Eastern time, are processed
at the public offering price next determined on the following business day.
Purchase orders received from broker-dealers before 4:00 p.m., Eastern
time, and transmitted to the Adviser by 5:00 p.m., Eastern time, are
processed at that day's public offering price. Purchase orders received
from broker-dealers after 5:00 p.m., Eastern time, are processed at the
public offering price next determined on the following business day.

o We mail you confirmations of all purchases or redemptions of Fund shares.

o Certificates for shares are no longer issued.

o We reserve the right to limit the amount of investments and to refuse to
sell to any person.

o If an order to purchase shares is canceled because your check does not
clear, you will be responsible for any resulting losses or fees incurred by
the Fund or the Transfer Agent in the transaction.

o We may open accounts for less than the minimum investment or change minimum
investment requirements at any time.

o There is no fee for purchases made by wire, but we may charge you for this
service upon 30 days' prior notice.

11
<PAGE>

The Fund's account application contains provisions in favor of the Fund, the
Transfer Agent and certain of their affiliates, excluding such entities from
certain liabilities (including, among others, losses resulting from unauthorized
shareholder transactions) relating to the various services (for example,
telephone redemptions and exchanges) made available to investors.

Choosing a Share Class
- ----------------------

The Fund offers 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 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 advisers 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 the Fund. If you do not plan to hold your shares in the
Fund for a long time (less than 4 1/3 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 the Fund for more than 4 1/3 years, it may be better to purchase Class A
shares, since after 4 1/3 years your accumulated distribution fees may be more
than the sales load paid on your purchase.

Set forth below is a chart comparing the sales loads and distribution fees
applicable to each class of shares:

12
<PAGE>

CLASS SALES LOAD DISTRIBUTION
(12b-1) FEE
- --------------------------------------------------------------------------------

C 1.25% initial sales load; 1.00% contingent deferred 1.00%
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 net asset value ("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 the Adviser to a participating unaffiliated
dealer. Class A shares are also subject to an annual 12b-1 distribution fee of
up to .25% of the 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 for accounts opened after July 31, 1999:

13
<PAGE>

The following table illustrates the initial sales load breakpoints for the
purchase of Class A shares for accounts opened before August 1, 1999:

<TABLE>
<CAPTION>
Which Dealer
Percentage Equals this Reallowance
of Offering Percentage as Percentage
Price Deducted of Your Net of Offering
Amount of Investment for Sales Load Investment Price
-------------------- -------------- ----------- -------------
<S> <C> <C> <C>
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
</TABLE>

Under certain circumstances, the Adviser may increase or decrease the
reallowance to selected dealers. In addition to the compensation otherwise paid
to securities dealers, the Adviser 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 Fund. On some occasions, such bonuses
or incentives may be conditioned upon the sale of a specified minimum dollar
amount of shares of the 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.

For initial purchases of Class A shares of $1 million or more made after October
1, 1995 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 the Adviser. In determining a dealer's eligibility
for such commission, purchases of Class A shares of the Fund may be aggregated
with simultaneous purchases of Class A shares of other funds in the Touchstone
Family of Funds. Dealers should contact the Adviser for more information on the
calculation of the dealer's commission in the case of combined purchases.

14
<PAGE>

Letter of Intent may also be eligible for the reduced sales loads. The minimum
initial investment under a Letter of Intent is $10,000. The Touchstone Funds
which are sold with a sales load are listed in the "How to Exchange Shares"
section of this Prospectus. You should contact the Transfer Agent for
information about the Right of Accumulation and Letter of Intent.

PURCHASES AT NET ASSET VALUE. Class A shares of the Fund may be purchased at NAV
by pension and profit-sharing plans, pension funds and other company-sponsored
benefit plans that (1) have plan assets of $500,000 or more, or (2) have, at the
time of purchase, 100 or more eligible participants, or (3) certify that they
project to have annual plan purchases of $200,000 or more, or (4) are provided
administrative services by certain third-party administrators that have entered
into a special service arrangement with the Adviser relating to such plan.

Banks, bank trust departments and savings and loan associations, in their
fiduciary capacity or for their own accounts, may purchase Class A shares of the
Fund at NAV. To the extent permitted by regulatory authorities, a bank trust
department may charge fees to clients for whose account it purchases shares at
NAV. Federal and state credit unions may also purchase shares at NAV.

In addition, Class A shares of the Fund may be purchased at NAV by
broker-dealers who have a sales agreement with the Adviser and their registered
personnel and employees, including members of the immediate families of such
registered personnel and employees.

Clients of investment advisers may also purchase Class A shares of the Fund at
NAV if their investment adviser or broker-dealer has made appropriate
arrangements with the Trust. The investment adviser must notify the Transfer
Agent that an investment qualifies as a purchase at NAV.

Associations and affinity groups and their members may purchase Class A shares
of the Fund at NAV provided that management of these groups or their financial
adviser has made arrangements to permit them to do so. Investors or their
financial adviser must notify the Transfer Agent that an investment qualifies as
a purchase at NAV.

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 Fund (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 the Adviser and the shares are redeemed
within one year from the date of purchase. The contingent deferred sales load
will be paid to the Adviser 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 the 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 Class A shares of the Fund held for at
least one year will not be subject to the contingent deferred sales load.

15
<PAGE>

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 the 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 the Fund's average daily net assets allocable to Class C
shares. The Adviser intends to pay a commission of 2.00% of the purchase amount
to your broker at the time you purchase Class C shares.

Additional Information on the Contingent Deferred Sales Load
- ------------------------------------------------------------

16
<PAGE>

Distribution Plans
------------------

Pursuant to Rule 12b-1 under the 1940 Act, the Fund has adopted two separate
plans of distribution under which the Fund's two classes of shares may directly
incur or reimburse the Adviser for certain expenses related to the distribution
of its shares, including payments to securities dealers and other persons,
including the Adviser and its affiliates, who are engaged in the sale of shares
of the Fund and who may be advising investors regarding the purchase, sale or
retention of Fund shares; expenses of maintaining personnel who engage in or
support distribution of shares or who render shareholder support services not
otherwise provided by the Transfer Agent or the Trust; expenses of formulating
and implementing marketing and promotional activities, including direct mail
promotions and mass media advertising; expenses of preparing, printing and
distributing sales literature and prospectuses and statements of additional
information and reports for recipients other than existing shareholders of the
Fund; expenses of obtaining such information, analyses and reports with respect
to marketing and promotional activities as the Trust may, from time to time,
deem advisable; and any other expenses related to the distribution of each class
of shares.

The annual limitation for payment of expenses pursuant to the Class A Plan is
.25% of the Fund's average daily net assets allocable to Class A shares. The
annual limitation for payment of expenses pursuant to the Class C Plan is 1.00%
of the Fund's average daily net assets allocable to Class C shares. The payments
permitted by the Class C Plan fall into two categories. First, the Class C
shares may directly incur or reimburse the Adviser in an amount not to exceed
.75% per year of the Fund's average daily net assets allocable to Class C shares
for certain distribution-related expenses as described above. The Class C Plan
also provides for the payment of an account maintenance fee of up to .25% per
year of the Fund's average daily net assets allocable to Class C shares, which
may be paid to dealers based on the average value of Fund shares owned by
clients of such dealers. Because these fees are paid out of the Fund's assets on
an on-going basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales loads. In the
event a Plan is terminated by the Trust in accordance with its terms, the Fund
will not be required to make any payments for expenses incurred after the date
the Plan terminates. The Adviser 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.

HOW TO REDEEM SHARES
- --------------------

17
<PAGE>

INTEGRATED FUND SERVICES, INC.
P.O. BOX 5354
CINCINNATI, OHIO 45201-5354

18
<PAGE>

ADDITIONAL INFORMATION ABOUT ACCOUNTS AND REDEMPTIONS

AUTOMATIC WITHDRAWAL PLAN. If the shares in your account have a value of at
least $5,000, you (or another person you have designated) may receive monthly or
quarterly payments in a specified amount of not less than $50 each. There is no
charge for this service. Purchases of additional shares of the Fund while the
plan is in effect are generally undesirable because an initial sales load is
incurred whenever purchases are made.

REINVESTMENT PRIVILEGE. If you have redeemed shares of the Fund, you may
reinvest all or part of the proceeds without paying a sales load. You must make
your reinvestment within 90 days of your redemption and you may only use this
privilege once a year.

MISCELLANEOUS. In connection with all redemptions of shares of the Fund, we
observe the following policies and procedures:

o We may refuse any telephone redemption request if the name(s) or the
address on the account has been changed within 30 days of your redemption
request.

o We may delay mailing redemption proceeds for up to 7 days (redemption
proceeds are normally mailed within 3 days after receipt of a proper
request).

HOW TO EXCHANGE SHARES
- ----------------------

Shares of the Fund and of any other fund in the Touchstone Family of Funds may
be exchanged for each other.

19
<PAGE>

Class A shares of the Fund which do not have a contingent deferred sales load
may be exchanged for Class A shares of any other fund and for shares of a fund
which offers only one class of shares (provided these shares do not have a
contingent deferred sales load). If you paid a sales load on the shares being
exchanged, this amount will be credited towards the sales load (if any) on the
shares being acquired.

Class C shares of the Fund and Class A shares of the Fund which have a
contingent deferred sales load, may be exchanged, based on their per share NAV,
for shares of any other fund which has a contingent deferred sales load and for
shares of any fund which is a money market fund. You will receive credit for the
period of time you held the shares being exchanged when determining whether a
contingent deferred sales load will apply, unless your shares were held in a
money market fund.

The Touchstone Family of Funds consists of the following funds. Funds which may
have a front-end or a contingent deferred sales load are marked with an
asterisk.

GROWTH FUNDS GROWTH & INCOME FUNDS
- ------------ ---------------------
*Growth/Value Fund *Utility Fund
*Aggressive Growth Fund
*Emerging Growth Fund VALUE FUNDS
*International Equity Fund -----------
*Enhanced 30 Fund *Value Plus Fund
*Equity Fund
TAX-FREE BOND FUNDS
TAXABLE BOND FUNDS -------------------
- ------------------ *Tax-Free Intermediate Term Fund
*Bond Fund *Ohio Insured Tax-Free Fund
*Intermediate Term Government Income Fund
*High Yield Fund TAX-FREE MONEY MARKET FUNDS
---------------------------
Tax-Free Money Fund
TAXABLE MONEY MARKET FUNDS Ohio Tax-Free Money Fund
- -------------------------- California Tax-Free Money Fund
Short Term Government Income Fund Florida Tax-Free Money Fund
Institutional Government Income Fund
Money Market Fund

20
<PAGE>

DIVIDENDS AND DISTRIBUTIONS
- ---------------------------

The Fund expects to distribute substantially all of its net investment income
monthly and any net realized long-term capital gains at least annually.
Management will determine when to distribute any net realized short-term capital
gains. The percentage of the distribution which is tax-exempt will be based upon
the percentage of actual tax-exempt income earned by the Fund during the
distribution period. This percentage will vary from distribution to
distribution.

Your distributions will be paid under one of the following options:

Share Option - all distributions are reinvested in additional shares.

Income Option - income and short-term capital gains are paid in cash;
long-term capital gains are reinvested in additional
shares.

Cash Option - all distributions are paid in cash.

Distributions will be based on the Fund's NAV on the payable date. If you have
received a cash distribution from the Fund, you may reinvest it at NAV (without
paying a sales load) at the next determined NAV on the date of your
reinvestment. You must make your reinvestment within 30 days of the distribution
date and you must notify the Transfer Agent that your distribution is being
reinvested under this provision.

TAXES
- -----

21
<PAGE>

shareholders. The Fund also 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. The Fund intends to distribute substantially all of its net investment
income and any net realized capital gains to its shareholders.

The Fund may invest a portion of its assets in obligations which pay interest
that is not exempt from federal income tax and/or Ohio personal income tax. For
federal income tax purposes, a shareholder's proportionate share of taxable
distributions from the Fund's net investment income as well as from net realized
short-term capital gains, if any, is taxable as ordinary income. Since the
Fund's investment income is derived from interest rather than dividends, no
portion of such distributions is eligible for the dividends received deduction
available to corporations.

Distributions of net capital gains (i.e., the excess of net long-term capital
gains over net short-term capital losses) by the Fund to its shareholders are
taxable to the recipient shareholders as capital gains, without regard to the
length of time a shareholder has held Fund shares. The maximum capital gains
rate for individuals is 20% with respect to assets held more than 12 months. The
maximum capital gains rate for corporate shareholders is the same as the maximum
tax rate for ordinary income.

Dividends received from the Fund that are exempt from federal income tax are
exempt from the Ohio personal income tax and the net income base of the Ohio
corporation franchise tax to the extent derived from interest on Ohio
Obligations. However, shares of the Fund will be included in the computation of
the Ohio corporation franchise tax on the net worth basis. Distributions
received from the Fund are generally not subject to Ohio municipal income
taxation.

Redemptions and exchanges of shares of the Fund are taxable events on which a
shareholder may realize a gain or loss. If a shareholder buys shares of the Fund
and sells them at a loss within 6 months, any loss will be disallowed for
federal and Ohio income tax purposes to the extent of the exempt-interest
dividends received on such shares. Any loss realized upon the sale of shares of
the Fund within 6 months from the date of their purchase will be treated as a
long-term capital loss to the extent of amounts treated as distributions of net
realized long-term capital gains during such 6 month period. In addition,
shareholders should be aware that interest on indebtedness incurred to purchase
or carry shares of the Fund is not deductible for federal income tax purposes.
Shareholders receiving Social Security benefits may be taxed on a portion of
those benefits as a result of receiving tax-exempt income.

22
<PAGE>

The Fund will mail to each of its shareholders a statement indicating the amount
and federal income tax status of all distributions made during the year. The
Fund will report to its shareholders the percentage and source of income earned
on tax-exempt obligations held by it during the preceding year. An exemption
from federal income tax and Ohio personal income tax may not result in similar
exemptions under the laws of a particular state or local taxing authority.
Shareholders should consult their tax advisors about the tax effect of
distributions and withdrawals from the Fund, exchanges between funds and the use
of the Automatic Withdrawal Plan. The tax consequences described in this section
apply whether distributions are taken in cash or reinvested in additional
shares. The Fund may not be an appropriate investment for persons who are
"substantial users" of facilities financed by industrial development bonds or
are "related persons" to such users; such persons should consult their tax
advisors before investing in the Fund.

OPERATION OF THE FUND
- ---------------------

The Fund is a non-diversified series of Touchstone Tax-Free Trust, an open-end
management investment company organized as a Massachusetts business trust. Like
other mutual funds, the Trust retains various organizations to perform
specialized services for the Fund.

INVESTMENT ADVISER. Touchstone Advisors, Inc. (the "Adviser" or "Touchstone
Advisors"), located at 311 Pike Street, Cincinnati, Ohio 45202, is the
investment adviser for the Fund.

Touchstone Advisors will continually monitor a Fund Sub-Adviser's performance
through various analyses and through in-person, telephone and written
consultations with the Fund Sub-Adviser.

23
<PAGE>

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

Touchstone Advisors is also responsible for running all of the operations of the
Fund, except for those that are subcontracted to a Fund Sub-Adviser, custodian,
transfer agent or administrator.

The Fund pays Touchstone Advisors a fee at the annual rate of .5% of its average
daily net assets up to $100 million; .45% of such assets from $100 million to
$200 million; .4% of such assets from $200 million to $300 million; and .375% of
such assets in excess of $500 million. Out of this fee Touchstone Advisors pays
the Fund Sub-Adviser a fee for its services.

FUND SUB-ADVISER. Fort Washington Investment Advisors, Inc. ("Fort Washington"),
located at 420 East Fourth Street, Cincinnati, Ohio 45202, has been retained as
the Sub-Adviser to each Fund. Fort Washington makes the day-to-day decisions
regarding buying and selling specific securities for the Fund. Fort Washington
manages the Fund's investments according to its applicable investment goals and
strategies.

Touchstone Securities, Inc. (the "Distributor"), an affiliate of Touchstone
Advisors, Inc. is the principal underwriter for the Fund and the exclusive agent
for the distribution of the Fund's shares. The Distributor receives the entire
sales load on all direct initial investments in the Fund and on all investments
which are not made through a broker.

24
<PAGE>

YEAR 2000 READINESS. Computer users around the world are faced with the dilemma
of the Year 2000 issue, which stems from the use of two digits in most computer
systems to designate the year. When the year advances from 1999 to 2000, many
computers will not recognize "00" as the Year 2000. This issue could potentially
affect every aspect of computer-related activity, on an individual and corporate
level. The Fund could be adversely impacted if the computer systems used by the
Adviser and other service providers have not been converted to meet the
requirements of the new century. The Adviser has evaluated its internal systems
and expects them to handle the change of millennium. The Adviser is monitoring
on an ongoing basis the progress of the Fund's service providers to convert
their systems to comply with the requirements of the Year 2000. The Adviser
currently has no reason to believe that these service providers will not be
fully and timely compliant. However, you should be aware that there can be no
assurance that all systems will be successfully converted prior to January 1,
2000, in which case it would become necessary for the Fund to enter into
agreements with new service providers or to make other arrangements. In
addition, although the Adviser considers an issuer's Year 2000 compliance status
in the investment decision making process, entities in which the Fund invests
may experience Year 2000 difficulties and the Fund is unable to predict to what
extent the Year 2000 issue will impact the value of those securities.

CALCULATION OF SHARE PRICE AND PUBLIC OFFERING PRICE
- ----------------------------------------------------

On each day that the Trust is open for business, the public offering price (NAV
plus applicable sales load) of the shares of the Fund is determined as of the
close of the regular session of trading on the New York Stock Exchange (normally
4:00 p.m., Eastern time). The Trust is open for business on each day the New
York Stock Exchange is open for business and on any other day when there is
sufficient trading in the Fund's investments that its NAV might be materially
affected. The NAV per share of the Fund is calculated by dividing the sum of the
value of the securities held by the Fund plus cash or other assets minus all
liabilities (including estimated accrued expenses) by the total number of shares
outstanding of the Fund, rounded to the nearest cent. The price at which a
purchase or redemption of the Fund's shares is processed is based on the next
calculation of NAV after the order is placed. The Fund's NAV will fluctuate with
the value of the securities it holds.

The Fund's tax-exempt securities 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 Adviser 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 Fund for which market quotations are not readily available are
valued at their fair value as determined in good faith using procedures
established by the Board of Trustees.

25
<PAGE>

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

The financial highlights table is intended to help you understand the Fund's
financial performance for the past five years. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned or lost on an investment
in the Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by Arthur Andersen LLP, whose report, along with
the Fund's financial statements, is included in the Statement of Additional
Information, which is available upon request.

<TABLE>
<S> <C> <C> <C> <C> <C>
CLASS A
Per Share Data for a Share Outstanding Throughout Each Year
- --------------------------------------------------------------------------------------------------------
Year Ended June 30,
----------------------------------------------------------------
1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------------------------------

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

Income from investment operations:
Net investment income 0.58 0.61 0.61 0.62 0.63
Net realized and unrealized gains
(losses) on investments (0.34) 0.23 0.25 (0.02) 0.25
----------------------------------------------------------------
Total from investment operations 0.24 0.84 0.86 0.60 0.88
----------------------------------------------------------------

Less distributions:
Dividends from net investment
income (0.58) (0.61) (0.61) (0.62) (0.63)
Distributions from net realized
gains (0.29) (0.08) -- -- --
----------------------------------------------------------------
Total distributions (0.87) (0.69) (0.61) (0.62) (0.63)
----------------------------------------------------------------

Net asset value at end of year $ 11.74 $ 12.37 $ 12.22 $ 11.97 $ 11.99
================================================================

Total return(A) 1.81% 7.03% 7.36% 5.05% 7.75%
================================================================

Net assets at end of year (000's) $ 62,737 $ 69,289 $70,816 $ 75,938 $71,393
================================================================

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

Ratio of net investment income to
average net assets 4.72% 4.95% 5.05% 5.12% 5.35%

Portfolio turnover rate 26% 41% 33% 46% 29%

(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, 1995.
</TABLE>

26
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
CLASS C
- ---------------------------------------------------------------------------------------------------------
Per Share Data for a Share Outstanding Throughout Each Year
- --------------------------------------------------------------------------------------------------------
Year Ended June 30,
----------------------------------------------------------------
1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------------------------------

Net asset value at beginning of year $ 12.37 $ 12.22 $ 11.97 $ 12.00 $ 11.74
----------------------------------------------------------------

Income from investment operations:
Net investment income 0.49 0.52 0.53 0.56 0.57
Net realized and unrealized gains
(losses) on investments (0.34) 0.23 0.25 (0.03) 0.26
----------------------------------------------------------------
Total from investment operations 0.15 0.75 0.78 0.53 0.83
----------------------------------------------------------------

Less distributions:
Dividends from net investment
income (0.49) (0.52) (0.53) (0.56) (0.57)
----------------------------------------------------------------
Distributions from net realized
gains (0.29) (0.08) -- -- --
----------------------------------------------------------------
Total distributions (0.78) (0.60) (0.53) (0.56) (0.57)

Net asset value at end of year $ 11.74 $ 12.37 $ 12.22 $ 11.97 $ 12.00
================================================================

Total return(A) 1.05% 6.24% 6.65% 4.44% 7.31%
================================================================

Net assets at end of year (000's) $ 4,740 $ 5,215 $ 4,639 $ 3,972 $ 4,165
================================================================

Ratio of net expenses to
average net assets(B) 1.50% 1.50% 1.42% 1.25% 1.25%

Ratio of net investment income to
average net assets 3.97% 4.20% 4.37% 4.62% 4.84%

Portfolio turnover rate 26% 41% 33% 46% 29%

27
<PAGE>

Touchstone Tax-Free Trust
- -------------------------
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4094
Nationwide (Toll-Free) 800-543-8721
Cincinnati 513-629-2000

Investment Adviser
- ------------------
Touchstone Advisors, Inc.
311 Pike Street
Cincinnati, Ohio 45202

Sub-Adviser
- -----------
Fort Washington Investment Advisors, Inc.
420 East Fourth Street
Cincinnati, Ohio 45202

Transfer Agent
- --------------
Integrated Fund Services, Inc.
P.O. Box 5354
Cincinnati, Ohio 45201-5354

Shareholder Service
- -------------------
Nationwide: (Toll-Free) 800-543-0407
Cincinnati: 513-629-2050

28
<PAGE>

File No. 811-3174

<PAGE>

Tax-Exempt

PROSPECTUS

Ohio Tax-Free
Money Fund
Retail Shares

November 1, 1999
(Revised May 10, 2000)

TOUCHSTONE
FUNDS

This Prospectus has information you should know before you invest. Please read
it carefully and keep it with your investment records.

<PAGE>

PROSPECTUS
November 1, 1999
(Revised May 10, 2000)

TOUCHSTONE TAX-FREE TRUST
312 WALNUT STREET, 21ST FLOOR
CINCINNATI, OHIO 45202
800-543-0407

OHIO TAX-FREE MONEY FUND
RETAIL SHARES

TABLE OF CONTENTS

RISK/RETURN SUMMARY............................................................2
RISK/RETURN SUMMARY: FEE TABLE.................................................4
INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES AND RELATED RISKS..................5
HOW TO PURCHASE SHARES.........................................................8
HOW TO REDEEM SHARES..........................................................11
HOW TO EXCHANGE SHARES........................................................13
DIVIDENDS AND DISTRIBUTIONS...................................................14
TAXES.........................................................................14
OPERATION OF THE FUND.........................................................15
DISTRIBUTION PLAN.............................................................17
CALCULATION OF SHARE PRICE....................................................18
FINANCIAL HIGHLIGHTS..........................................................18

FOR FURTHER INFORMATION OR ASSISTANCE IN OPENING AN ACCOUNT, PLEASE CONTACT YOUR
BROKER OR CALL US AT THE ABOVE NUMBER.

<PAGE>

RISK/RETURN SUMMARY
- -------------------

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The 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.

WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?

The Fund will invest primarily in high-quality, short-term Ohio municipal
obligations, which are debt obligations issued by the State of Ohio and its
agencies which pay interest that is exempt from both federal income tax and Ohio
personal income tax. Under normal market conditions, the Fund will invest at
least 80% of its total assets in obligations which pay interest that is exempt
from federal income tax. The Fund is a money market fund which seeks to maintain
a constant share price of $1.00 per share.

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

The Fund's yield will fluctuate due to changes in economic conditions, interest
rates, political events and other conditions affecting the performance of the
fixed-income market.

Municipal obligations purchased by the Fund may include floating and variable
rate obligations, when-issued obligations and obligations with puts attached.
The Fund will be subject to the risks associated with investments in these types
of obligations.

The Fund is non-diversified and may invest in a smaller number of issuers than a
diversified fund. Therefore, an investment in the Fund may be riskier than an
investment in other types of money market funds. There are also risks of reduced
diversification because the Fund invests primarily in debt obligations of
issuers within a single state. The Fund's performance is closely tied to the
financial condition of the State of Ohio and its municipalities and authorities.
A deterioration in the condition of an issuer of a municipal obligation held by
the Fund could result in a default by the issuer on its payments of interest and
principal, which could cause a decrease in the value of the Fund's shares.

An investment in the Fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. 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.

-2-
<PAGE>

PERFORMANCE SUMMARY

The bar chart and performance table shown below provide an indication of the
risks of investing in Retail Shares of the Fund by showing the changes in the
performance of Retail Shares from year to year during the past 10 years. The
Fund's past performance is not necessarily an indication of its future
performance.

(BAR CHART)

5.95% 5.48% 4.25% 2.68% 1.99% 2.40% 3.40% 2.94% 3.08% 2.96%

1989 1990 1991 1992 1993 1994 1995 1996 1997 1998

During the period shown in the bar chart, the highest return for a quarter was
1.57% during the quarter ended June 30, 1989 and the lowest return for a quarter
was 0.46% during the quarter ended March 31, 1994.

For information on the current and effective 7-day yield of Retail Shares of the
Fund, call 1-800-543-0407 (Nationwide) or 629-2050 (in Cincinnati).

AVERAGE ANNUAL TOTAL RETURNS
FOR PERIODS ENDED DECEMBER 31, 1998

One Five Ten
Year Years Years
---- ----- -----
Ohio Tax-Free Money Fund (Retail Shares) 2.96% 2.95% 3.51%

-3-
<PAGE>

RISK RETURN SUMMARY: FEE TABLE
- ------------------------------

This table describes the fees and expenses that you will pay if you buy and hold
Retail Shares of the Fund.

SHAREHOLDER FEES (fees paid directly from your investment)
Sales Load Imposed on Purchases.......................................None
Sales Load Imposed on Reinvested Dividends............................None
Redemption Fee........................................................None*
Exchange Fee..........................................................None
Check Redemption Processing Fee (per check):
First 6 checks per month...........................................None
Additional checks per month.......................................$0.25

* You will be charged $8 for each wire redemption. This fee is subject to
change.

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Retail Shares'
assets)

Management Fees..................................................... .44%
Distribution (12b-1) Fees........................................... .23%
Other Expenses...................................................... .10%
----
Total Annual Fund Operating Expenses............................... .77%(A)
====

(A) After waivers of management fees by the Fund's investment adviser, total
operating expenses were .75% for the fiscal year ended June 30, 1999. The
Fund's investment adviser may discontinue these fee waivers at any time.

EXAMPLE
This Example is intended to help you compare the cost of investing in Retail
Shares of the Fund with the cost of investing in other mutual funds. It assumes
that you invest $10,000 in Retail Shares for the time periods indicated and then
redeem 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 operating expenses
of Retail Shares remain the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$ 79 $246 $428 $954

-4-
<PAGE>

INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES AND RELATED RISKS
- -------------------------------------------------------------

INVESTMENT OBJECTIVE

The 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.

PRINCIPAL INVESTMENT STRATEGIES

The Fund will invest primarily in high-quality, short-term Ohio municipal
obligations determined by the Adviser, under the direction of the Board of
Trustees, to present minimal credit risks. It is a fundamental policy that under
normal market conditions, the Fund will invest at least 80% of its total assets
in short-term municipal obligations which pay interest that is exempt from
federal income tax, including the alternative minimum tax. This policy may not
be changed without the approval of the Fund's shareholders.

The Fund is a money market fund and will use its best efforts to maintain a
constant share price of $1.00 per share. However, there can be no assurance that
the Fund will be able to do so on a continuing basis. The Fund will comply with
the Securities and Exchange Commission's regulations for money market funds
regarding the quality, maturity and diversification of its investments,
including:

o The Fund's dollar-weighted average maturity will be 90 days or less.

o The Fund will only invest in obligations which mature in 13 months or less.

-5-
<PAGE>

OHIO MUNICIPAL OBLIGATIONS. Ohio municipal obligations are debt obligations
issued by the State of Ohio and its political subdivisions, agencies,
authorities and instrumentalities which pay interest that is, in the opinion of
bond counsel to the issuer, exempt from both federal income tax, including the
alternative minimum tax, and Ohio personal income tax. Ohio municipal
obligations are issued to finance work on public facilities, to pay general
operating expenses or to refinance outstanding debts. They may also be used to
finance various private activities for the construction of housing, educational
or medical facilities or the financing of privately owned or operated
facilities.

Ohio municipal obligations consist of tax-exempt bonds, tax-exempt notes and
tax-exempt commercial paper. The two principal types of Ohio municipal
obligations are "general obligation" and "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 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. The Fund may invest in any
combination of general obligation bonds, revenue bonds and industrial
development bonds. Tax-exempt notes, such as tax anticipation notes, revenue
anticipation notes and bond anticipation notes, are issued to provide interim
financing or other short-term capital needs and generally mature in one year or
less.

Municipal obligations purchased by the Fund may also include floating and
variable rate municipal obligations, when-issued obligations and obligations
with puts attached.

o Floating and variable rate municipal obligations are 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 the 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.

o Obligations with puts attached are obligations which may be resold back to
the seller at a specific price or yield within a specific period of time.
The Fund will purchase obligations with puts attached for liquidity 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.

TEMPORARY DEFENSIVE PURPOSES. For temporary defensive purposes, the Fund may
invest, as the

-6-
<PAGE>

Adviser deems necessary, in other municipal obligations which pay interest that
is exempt from federal income tax, but not Ohio personal income tax and taxable
short-term securities. Taxable short-term securities include certificates of
deposit and other bank debt instruments, commercial paper, obligations issued by
the U.S. Government, its agencies and instrumentalities and repurchase
agreements. Under normal market conditions, no more than 5% of the Fund's net
assets will be invested in any one type of taxable obligation. Although interest
earned on these short-term obligations is taxable as ordinary income for federal
and/or Ohio income tax purposes, the Fund intends to minimize taxable income
through investment, when possible, in other available securities exempt from
federal and/or Ohio income taxes, including shares of investment companies whose
dividends are tax-exempt. The Fund may invest in these other short-term
securities when, for example, Ohio municipal obligations are temporarily
unavailable for purchase, pending investment of proceeds or in anticipation of
redemptions. When taking such a temporary defensive position, the Fund may not
achieve its investment objective.

PRINCIPAL RISK CONSIDERATIONS

INTEREST RATE RISK. The Fund's yield will vary from day to day due to changes in
interest rates. Generally, the Fund's yield will increase when interest rates
increase and will decrease when interest rates decrease.

-7-
<PAGE>

Because the Fund invests primarily in Ohio municipal obligations, the Fund's
performance is closely tied to conditions within the State of Ohio and to the
financial condition of the State and its authorities and municipalities. The
economy in the State of Ohio, once concentrated in the manufacturing of motor
vehicles and equipment, steel, rubber products and household appliances, has
diversified since the 1980s. This has brought the state's employment mix more in
line with that of the nation, although manufacturing is still above the national
average, at 19.8% of employment in 1998, versus 15.3% for the nation. Statewide
employment levels continue to increase, with total employment in 1998 up 1% over
the prior year. The state's steady economic performance has resulted in
consistently strong financial results. The 1997 and 1998 fiscal years ended with
both revenues exceeding forecasts and spending below budgets. At the end of the
1998 fiscal year the state had a general revenue fund balance exceeding $2.6
billion, or 14% of the general revenue fund's budget. The state's 2000-2001
budget will address funding for primary and secondary education in response to a
1998 Ohio Supreme Court decision declaring the current system of school funding
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 and the Fund's share price.

TAX RISK. Certain provisions in the Internal Revenue Code relating to the
issuance of municipal obligations may reduce the volume of municipal obligations
qualifying 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 were enacted that would reduce
the availability of municipal obligations for investment by the Fund so as to
adversely affect its shareholders, the Fund would reevaluate its investment
objective and policies and submit possible changes in the Fund's structure to
shareholders for their consideration. If legislation were enacted that would
treat a type of municipal obligation as taxable, the Fund would treat such
security as a permissible taxable investment within the applicable limits set
forth herein.

HOW TO PURCHASE SHARES
- ----------------------

You may open an account in Retail Shares of the Fund by investing the minimum
amount required for the type of account you open. You may invest additional
amounts in an existing account at any time. For more information about how to
purchase shares, call Integrated Fund Services, Inc. (the "Transfer Agent")
(Nationwide call toll-free 800-543-0407; in Cincinnati call 629-2050). The
different account options and minimum investment requirements are listed below.

ACCOUNT OPTIONS

-8-
<PAGE>

Regular Accounts
- ----------------
The minimum amount required to open a regular account is $1,000. There are no
minimum requirements for additional investments.

Automatic Investment Account
- ----------------------------
You may make automatic monthly investments in the Fund from your bank, savings
and loan or other depository institution account. The minimum initial and
additional investments must be $50. The Transfer Agent pays the costs of your
transfers, but reserves the right, upon 30 days' written notice, to make
reasonable charges for this service.

INVESTMENT PLANS

Direct Deposit Plans
- --------------------
Your employer may offer a direct deposit plan which will allow you to have all
or a portion of your paycheck transferred automatically to purchase shares of
the Fund. Social security recipients may have all or a portion of their social
security check transferred automatically to purchase shares of the Fund.

Cash Sweep Program
- ------------------
Cash accumulations in accounts with financial institutions may be automatically
invested in the Fund at the next determined net asset value ("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.

OPENING A NEW ACCOUNT

You may open an account directly with the Fund by following the steps outlined
below.

1. Complete the Account Application included in this Prospectus. Be sure to
indicate the type of account you would like to open and the amount of money
you would like to invest.

2. Write a check for your initial investment to the "Ohio Tax-Free Money
Fund."

3. Mail your completed Account Application and your investment check to the
Transfer Agent or send your investment by wire and mail your completed
Account Application to the Transfer Agent at the following address:

INTEGRATED FUND SERVICES, INC.
P.O. BOX 5354
CINCINNATI, OHIO 45201-5354

ADDING TO YOUR ACCOUNT. You may make additional purchases to your account at any
time.

-9-
<PAGE>

Additional purchases may be made by mail to the address listed above or by wire.
For more information about purchases by wire, please telephone the Transfer
Agent (Nationwide call toll-free 800-543-0407; in Cincinnati call 629-2050).
Your bank may charge a fee for sending your wire. Each additional purchase must
contain the account name and number in order to properly credit your account.

MISCELLANEOUS. In connection with all purchases of Fund shares, we observe the
following policies and procedures:

o You may receive a dividend on the day you wire an investment if you
notify the Transfer Agent of your wire by 4:00 p.m., Eastern time, on
the previous business day, or by 12:00 noon, Eastern time, on the same
day of your wire if your wire is sent by a bank that has made
appropriate arrangements with the Transfer Agent. Your purchase will
be priced based upon the NAV after a proper order is received.

o We mail you confirmations of all purchases or redemptions of Fund
shares.

o Certificates for shares are not issued.

o We reserve the right to limit the amount of investments and to refuse
to sell to any person.

o If an order to purchase shares is canceled because your check does not
clear, you will be responsible for any resulting losses or fees
incurred by the Fund or the Transfer Agent in the transaction.

o We may open accounts for less than the minimum investment amount or
change the minimum investment requirements at any time.

o There is no fee for purchases made by wire, but we may charge you for
this service upon 30 days' prior notice.

-10-
<PAGE>

HOW TO REDEEM SHARES
- --------------------

INTEGRATED FUND SERVICES, INC.
P.O. BOX 5354
CINCINNATI, OHIO 45201-5354

BY CHECK. You may open a checking account with the Fund and redeem Retail Shares
by check. The Transfer Agent will redeem the appropriate number of shares in
your account to cover the amount of your check. Checks will be processed at the
NAV on the day the check is presented to the Custodian for payment. Checks may
be payable to anyone for any amount, but checks may not be certified. If you
invest in the Fund through a cash sweep or similar program with a financial
institution, you may not open a checking account with the Fund.

-11-
<PAGE>

wired to a commercial bank or brokerage firm in the United States. If it is
impossible or impractical to wire funds, the redemption proceeds will be sent by
mail to the designated account.

We redeem shares based on the current NAV on the day we receive a proper request
for redemption. You may be charged a contingent deferred sales load on the
redeemed shares if you had exchanged your shares from another fund in the
Touchstone Family of Funds which charges a contingent deferred sales load.

ADDITIONAL INFORMATION ABOUT ACCOUNTS AND REDEMPTIONS

MISCELLANEOUS. In connection with all redemptions of Fund shares, we observe the
following policies and procedures:

o We may refuse any redemption request involving recently purchased
shares until your check for the recently purchased shares has cleared.
To eliminate this delay, you may purchase shares of the Fund by
certified check or wire.

-12-
<PAGE>

o We may refuse any telephone redemption request if the name(s) or the
address on the account has been changed within 30 days of your
redemption request.

o We may delay mailing redemption proceeds for more than 3 business days
(redemption proceeds are normally mailed or wired within 3 business
days after receipt of a proper written request and within 1 business
day after receipt of a proper telephone request). Redemption proceeds
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.

o We will consider all written and verbal instructions as authentic and
will not be responsible for processing instructions received by
telephone which are reasonably believed to be genuine or for
processing redemption proceeds by wire. We will use reasonable
procedures to determine that telephone instructions are genuine, such
as requiring forms of personal identification before acting upon
telephone instructions, providing written confirmation of the
transactions and/or tape recording telephone instructions. If we do
not use such procedures, we may be liable for losses due to
unauthorized or fraudulent instructions.

HOW TO EXCHANGE SHARES
- ----------------------

Shares of the Fund and of any other fund in the Touchstone Family of Funds may
be exchanged for each other.

The Touchstone Family of Funds consists of the following funds. Funds which may
have a front-end or a contingent deferred sales load are marked with an
asterisk.

TAXABLE BOND FUNDS TAX-FREE BOND FUNDS
- ------------------ -------------------
*Bond Fund *Tax-Free Intermediate Term Fund
*Intermediate Term Government Income Fund *Ohio Insured Tax-Free Fund
*High Yield Fund
TAX-FREE MONEY MARKET FUNDS
---------------------------
Taxable Money Market Funds Tax-Free Money Fund
- -------------------------- Ohio Tax-Free Money Fund
Short Term Government Income Fund California Tax-Free Money Fund
Institutional Government Income Fund Florida Tax-Free Money Fund
Money Market Fund

-13-
<PAGE>

DIVIDENDS AND DISTRIBUTIONS
- ---------------------------

All of the Fund's net investment income is declared as a dividend to
shareholders on each business day and is paid monthly. Management will determine
when to distribute any net realized short-term capital gains. The percentage of
the distribution which is tax-exempt will be based upon the percentage of the
actual tax-exempt income earned by the Fund during the distribution period. This
percentage will vary from distribution to distribution.

Your distributions will automatically be reinvested in additional shares unless
you specifically indicate otherwise on your Account Application or notify the
Transfer Agent. If you choose to receive your dividends in cash and the post
office cannot deliver your checks or if you do not cash your checks within 6
months, your dividends may be reinvested in your account at the then-current NAV
and your dividends will automatically be reinvested in additional shares. You
will not receive interest on the amount of your uncashed checks until the checks
have been reinvested in your account.

TAXES
- -----

The Fund has qualified in all prior years and intends to continue to qualify 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. The Fund also 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. The Fund intends to
distribute substantially all of its net investment income and any net realized
capital gains to its shareholders.

The Fund may invest a portion of its assets in obligations which pay interest
that is not exempt from federal income tax or Ohio personal income tax. For
federal income tax purposes, a shareholder's proportionate share of taxable
distributions from the Fund's net investment income

-14-
<PAGE>

as well as from net realized short-term capital gains, if any, is taxable as
ordinary income. Since the Fund's investment income is derived from interest
rather than dividends, no portion of its interest distributions is eligible for
the dividends received deduction available to corporations.

Shareholders should be aware that interest on indebtedness incurred to purchase
or carry shares of the Fund is not deductible for federal income tax purposes.
Shareholders receiving Social Security benefits may be taxed on a portion of
those benefits as a result of receiving tax-exempt income.

The tax consequences described in this section apply whether distributions are
taken in cash or reinvested in additional shares. The Fund may not be an
appropriate investment for persons who are "substantial users" of facilities
financed by industrial development bonds or are "related persons" to such users;
such persons should consult their tax advisors before investing in the Fund.

OPERATION OF THE FUND
- ---------------------

INVESTMENT ADVISER. Touchstone Advisors, Inc. (the "Adviser" or "Touchstone
Advisors"), located at 311 Pike Street, Cincinnati, Ohio 45202, is the
investment adviser for the Fund.

-15-
<PAGE>

Touchstone Advisors will continually monitor a Fund Sub-Adviser's performance
through various analyses and through in-person, telephone and written
consultations with the Fund Sub-Adviser.

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

Touchstone Advisors is also responsible for running all of the operations of the
Fund, except for those that are subcontracted to a Fund Sub-Adviser, custodian,
transfer agent or administrator.

FUND SUB-ADVISER. Fort Washington Investment Advisors, Inc. ("Fort Washington"),
located at 420 East Fourth Street, Cincinnati, Ohio 45202, has been retained as
the Sub-Adviser for the Fund. Fort Washington makes the day-to-day decisions
regarding buying and selling specific securities for the Fund. Fort Washington
manages the Fund's investments according to its investment goals and strategies.

-16-
<PAGE>

John J. Goetz, First Vice President and Chief Investment Officer - Tax-Free
Fixed Income of the Sub-Adviser, is primarily responsible for managing the
Fund's portfolio. Mr. Goetz has been employed by the Sub-Adviser, and its
predecessors, in various capacities since 1981 and has been managing each Fund's
portfolio since October 1986.

DISTRIBUTION PLAN
- -----------------

Pursuant to Rule 12b-1 under the 1940 Act, Retail Shares of the Fund have
adopted a plan of distribution (the "Plan") which permits these shares to
directly incur or reimburse the Adviser for certain expenses related to their
distribution, including payments to securities dealers and other persons,
including the Adviser and its affiliates, who are engaged in the sale of such
shares and who may be advising investors regarding the purchase, sale or
retention of such shares; expenses of maintaining personnel who engage in or
support distribution of shares or who render shareholder support services not
otherwise provided by the Transfer Agent or the Trust; expenses of formulating
and implementing marketing and promotional activities, including direct mail
promotions and mass media advertising; expenses of preparing, printing and
distributing sales literature and prospectuses and statements of additional
information and reports for recipients other than existing shareholders of the
Fund; expenses of obtaining such information, analyses and reports with respect
to marketing and promotional activities as the Trust may, from time to time,
deem advisable; and any other expenses related to the distribution of such
shares.

-17-
<PAGE>

The annual limitation for payment of expenses pursuant to the Plan is .25% of
the average daily net assets allocable to Retail Shares. Because distribution
fees are paid out of the assets of Retail Shares on an on-going basis, over time
these fees will increase the cost of your investment. In the event the Plan is
terminated by the Fund in accordance with its terms, the Fund will not be
required to make any payments for expenses incurred by the Adviser after the
date the Plan terminates. Distribution expenses paid by the Adviser which are
not reimbursed by the Fund cannot be carried over from year to year.

CALCULATION OF SHARE PRICE
- --------------------------

On each day that the Trust is open for business, the share price (NAV) of the
Fund's shares is determined as of 12:00 noon and 4:00 p.m. Eastern time. The
Trust is open for business on each day the New York Stock Exchange is open for
business and on any other day when there is sufficient trading in the Fund's
investments that its NAV might be materially affected. The Fund's NAV is
calculated by dividing the sum of the value of the securities held by the Fund
plus cash or other assets minus all liabilities (including estimated accrued
expenses) by the total number of shares outstanding of the Fund, rounded to the
nearest cent.

The Fund seeks to maintain a constant share price of $1.00 per share by valuing
its securities on an amortized cost basis. Under the amortized cost method of
valuation, the 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 which meet the
Fund's quality standards and present minimal credit risks. The Fund's
obligations are valued at original cost adjusted for amortization of premium or
accumulation of discount, rather than valued at market. This method should
enable the Fund to maintain a stable NAV per share. However, there is no
assurance that the Fund will be able to do so.

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

The financial highlights table is intended to help you understand the financial
performance of Retail Shares for the past 5 years. Certain information reflects
financial results for a single Retail Share of the Fund. The total returns in
the table represent the rate that an investor would have earned on an investment
in Retail Shares (assuming reinvestment of all dividends and distributions).
This information has been audited by Arthur Andersen LLP, whose report, along
with the Fund's financial statements, is included in the Statement of Additional
Information and Annual Report, which is available upon request.

<TABLE>
<S> <C> <C> <C> <C> <C>
Per Share Data for a Share Outstanding Throughout Each Year
- -----------------------------------------------------------------------------------------------------
Year Ended June 30,
-------------------------------------------------------------
1999 1998 1997 1996 1995
- -----------------------------------------------------------------------------------------------------

Net asset value at beginning of year $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
-------------------------------------------------------------
Net investment income 0.027 0.030 0.030 0.031 0.031
-------------------------------------------------------------
Dividends from net investment
income (0.027) (0.030) (0.030) (0.031) (0.031)
-------------------------------------------------------------
Net asset value at end of year $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
=============================================================
Total return 2.73% 3.07% 2.99% 3.14% 3.12%
=============================================================
Net assets at end of year (000's) $214,691 $205,316 $166,719 $240,323 $ 226,606
=============================================================
Ratio of net expenses to
average net assets(A) 0.75% 0.75% 0.75% 0.75% 0.74%
Ratio of net investment income to
average net assets 2.68% 3.02% 2.93% 3.09% 3.08%
</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%, 0.76% and 0.77%
for the years ended June 30, 1999, 1998 and 1997, respectively.

-18-
<PAGE>

Touchstone Tax-Free Trust
- -------------------------
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4094
Nationwide (Toll-Free) 800-543-8721
Cincinnati 513-629-2000

Investment Adviser
- ------------------
Touchstone Advisors, Inc.
311 Pike Street
Cincinnati, Ohio 45202

Sub-Adviser
- -----------
Fort Washington Investment Advisors, Inc.
420 East Fourth Street
Cincinnati, Ohio 45202

Transfer Agent
- --------------
Integrated Fund Services, Inc.
P.O. Box 5354
Cincinnati, Ohio 45201-5354

Shareholder Service
- -------------------
Nationwide: (Toll-Free) 800-543-0407
Cincinnati: 513-629-2050

Additional information about the Fund is included in the Statement of Additional
Information ("SAI") which is incorporated by reference in its entirety.
Additional information about the Fund's investments is available in the Fund's
annual and semiannual reports to shareholders.

To obtain a free copy of the SAI, the annual and semiannual reports or other
information about the Fund, or to make inquiries about the Fund, please call
1-800-543-0407 (Nationwide) or 629-2050 (in Cincinnati).

-19-
<PAGE>

Information about the Fund (including the SAI) can be reviewed and copied at the
Securities and Exchange Commission's public reference room in Washington, D.C.
Information about the operation of the public reference room can be obtained by
calling the Commission at 1-800-SEC-0330. Reports and other information about
the Fund are available on the Commission's Internet site at http://www.sec.gov.
Copies of information on the Commission's Internet site can be obtained for a
fee by writing to: Securities and Exchange Commission, Public Reference Section,
Washington, D.C. 20549-6009.

File No. 811-3174

-20-
<PAGE>

Tax-Exempt

PROSPECTUS

Ohio Tax-Free
Money Fund
Institutional Shares

November 1, 1999
(Revised May 10, 2000)

TOUCHSTONE
FUNDS

This Prospectus has information you should know before you invest. Please read
it carefully and keep it with your investment records.

<PAGE>

PROSPECTUS
November 1, 1999
(Revised May 10, 2000)

TOUCHSTONE TAX-FREE TRUST
312 WALNUT STREET, 21ST FLOOR
CINCINNATI, OHIO 45202
800-543-0407

OHIO TAX-FREE MONEY FUND
INSTITUTIONAL SHARES

TABLE OF CONTENTS

RISK/RETURN SUMMARY........................................................... 2
RISK/RETURN SUMMARY: FEE TABLE................................................ 4
INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES AND RELATED RISKS................. 5
HOW TO PURCHASE SHARES........................................................ 8
HOW TO REDEEM SHARES..........................................................10
HOW TO EXCHANGE SHARES........................................................12
SUB-ACCOUNTING SERVICES.......................................................13
DIVIDENDS AND DISTRIBUTIONS...................................................13
TAXES.........................................................................13
OPERATION OF THE FUND.........................................................14
CALCULATION OF SHARE PRICE....................................................16
FINANCIAL HIGHLIGHTS..........................................................17

FOR FURTHER INFORMATION OR ASSISTANCE IN OPENING AN ACCOUNT, PLEASE CONTACT YOUR
BROKER OR CALL US AT THE ABOVE NUMBER.

<PAGE>

RISK/RETURN SUMMARY
- -------------------

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The 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.

WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

The Fund's yield will fluctuate due to changes in economic conditions, interest
rates, political events and other conditions affecting the performance of the
fixed-income market.

The Fund is non-diversified and may invest in a smaller number of issuers than a
diversified fund. Therefore, an investment in the Fund may be riskier than an
investment in other types of money market funds. There are also risks of reduced
diversification because the Fund invests primarily in debt obligations of
issuers within a single state. The Fund's performance is closely tied to the
financial condition of the State of Ohio and its municipalities and authorities.
A deterioration in the condition of an issuer of a municipal obligation held by
the Fund could result in a default by the issuer on its payments of interest and
principal, which could cause a decrease in the value of the Fund's shares.

-2-
<PAGE>

PERFORMANCE SUMMARY

The bar chart and performance table shown below provide an indication of the
risks of investing in Institutional Shares of the Fund by showing the changes in
the performance of Institutional Shares from year to year during their
operations. The Fund's past performance is not necessarily an indication of its
future performance.

(BAR CHART)

3.29% 3.21%
1997 1998

During the period shown in the bar chart, the highest return for a quarter was
0.88% during the quarter ended June 30, 1997 and the lowest return for a quarter
was 0.77% during the quarter ended December 31, 1998.

For information on the current and effective 7-day yield of Institutional Shares
of the Fund, call 1-800-543-0407 (Nationwide) or 629-2050 (in Cincinnati).

AVERAGE ANNUAL TOTAL RETURNS
FOR PERIODS ENDED DECEMBER 31, 1998

Since
One Inception
Year (1-7-97)
---- --------
Ohio Tax-Free Money
Fund (Institutional Shares) 3.21% 3.27%

-3-
<PAGE>

RISK RETURN SUMMARY: FEE TABLE
- ------------------------------

This table describes the fees and expenses that you will pay if you buy and hold
Institutional Shares of the Fund.

SHAREHOLDER FEES (fees paid directly from your investment)
Sales Load Imposed on Purchases None
Sales Load Imposed on Reinvested Dividends None
Redemption Fee None*
Exchange Fee None

* You will be charged $8 for each wire redemption. This fee is subject to
change.

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Institutional
Shares' assets)

Management Fees .44%
Distribution (12b-1) Fees None
Other Expenses .07%
----
Total Annual Fund Operating Expenses .51%(A)
====

(A) After waivers of management fees by the Fund's investment adviser, total
operating expenses were .50% for the fiscal year ended June 30, 1999. The
Fund's investment adviser may discontinue these fee waivers at any time.

EXAMPLE
This Example is intended to help you compare the cost of investing in
Institutional Shares of the Fund with the cost of investing in other mutual
funds. It assumes that you invest $10,000 in Institutional Shares for the time
periods indicated and then redeem 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 operating expenses of Institutional Shares remain the same.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$ 52 $ 164 $ 285 $ 640

-4-
<PAGE>

INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES AND RELATED RISKS
- -------------------------------------------------------------

INVESTMENT OBJECTIVE

The 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.

PRINCIPAL INVESTMENT STRATEGIES

o The Fund's dollar-weighted average maturity will be 90 days or less.

o The Fund will only invest in obligations which mature in 13 months or less.

-5-
<PAGE>

OHIO MUNICIPAL OBLIGATIONS. Ohio municipal obligations are debt obligations
issued by the State of Ohio and its political subdivisions, agencies,
authorities and instrumentalities which pay interest that is, in the opinion of
bond counsel to the issuer, exempt from both federal income tax, including the
alternative minimum tax, and Ohio personal income tax. Ohio municipal
obligations are issued to finance work on public facilities, to pay general
operating expenses or to refinance outstanding debts. They may also be used to
finance various private activities for the construction of housing, educational
or medical facilities or the financing of privately owned or operated
facilities.

Ohio municipal obligations consist of tax-exempt bonds, tax-exempt notes and
tax-exempt commercial paper. The two principal types of Ohio municipal
obligations are "general obligation" and "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 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. The Fund may invest in any
combination of general obligation bonds, revenue bonds and industrial
development bonds. Tax-exempt notes, such as tax anticipation notes, revenue
anticipation notes and bond anticipation notes, are issued to provide interim
financing or other short-term capital needs and generally mature in one year or
less.

Municipal obligations purchased by the Fund may also include floating and
variable rate municipal obligations, when-issued obligations and obligations
with puts attached.

o Floating and variable rate municipal obligations are 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 the 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.

o Obligations with puts attached are obligations which may be resold back to
the seller at a specific price or yield within a specific period of time.
The Fund will purchase obligations with puts attached for liquidity 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.

-6-
<PAGE>

TEMPORARY DEFENSIVE PURPOSES. For temporary defensive purposes, the Fund may
invest, as the Adviser deems necessary, in other municipal obligations which pay
interest that is exempt from federal income tax, but not Ohio personal income
tax and taxable short-term securities. Taxable short-term securities include
certificates of deposit and other bank debt instruments, commercial paper,
obligations issued by the U.S. Government, its agencies and instrumentalities
and repurchase agreements. Under normal market conditions, no more than 5% of
the Fund's net assets will be invested in any one type of taxable obligation.
Although interest earned on these short-term obligations is taxable as ordinary
income for federal and/or Ohio income tax purposes, the Fund intends to minimize
taxable income through investment, when possible, in other available securities
exempt from federal and/or Ohio income taxes, including shares of investment
companies whose dividends are tax-exempt. The Fund may invest in these other
short-term securities when, for example, Ohio municipal obligations are
temporarily unavailable for purchase, pending investment of proceeds or in
anticipation of redemptions. When taking such a temporary defensive position,
the Fund may not achieve its investment objective.

PRINCIPAL RISK CONSIDERATIONS

CREDIT RISK. The Fund seeks to keep its share price constant at $1.00 per share.
However, a sudden deterioration in the financial condition of an issuer of a
municipal obligation or a deterioration in general economic conditions could
cause the issuer to default on its obligation to pay interest and repay
principal. This could cause the value of the Fund's shares to decrease.
Municipal obligations purchased by the Fund 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 Fund's portfolio securities.

-7-
<PAGE>

Because the Fund invests primarily in Ohio municipal obligations, the Fund's
performance is closely tied to conditions within the State of Ohio and to the
financial condition of the State and its authorities and municipalities. The
economy in the State of Ohio, once concentrated in the manufacturing of motor
vehicles and equipment, steel, rubber products and household appliances, has
diversified since the 1980s. This has brought the state's employment mix more in
line with that of the nation, although manufacturing is still above the national
average, at 19.8% of employment in 1998, versus 15.3 for the nation. Statewide
employment levels continue to increase, with total employment in 1998 up 1% over
the prior year. The state's steady economic performance has resulted in
consistently strong financial results. The 1997 and 1998 fiscal years ended with
both revenues exceeding forecasts and spending below budgets. At the end of the
1998 fiscal year the state had a general revenue fund balance exceeding $2.6
billion, or 14% of the general revenue fund's budget. The state's 2000-2001
budget will address funding for primary and secondary education in response to a
1998 Ohio Supreme Court decision declaring the current system of school funding
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 and the Fund's share price.

TAX RISK. Certain provisions in the Internal Revenue Code relating to the
issuance of municipal obligations may reduce the volume of municipal obligations
qualifying 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 were enacted that would reduce
the availability of municipal obligations for investment by the Fund so as to
adversely affect its Shareholders, the Fund would reevaluate its investment
objective and policies and submit possible changes in the Fund's structure to
shareholders for their consideration. If legislation were enacted that would
treat a type of municipal obligation as taxable, the Fund would treat such
security as a permissible taxable investment within the applicable limits set
forth herein.

HOW TO PURCHASE SHARES
- ----------------------

The minimum initial investment in Institutional Shares of the Fund ordinarily is
$1,000,000. You may purchase shares by mailing or wiring your investment to
Integrated Fund Services, Inc. (the "Transfer Agent"). For more information on
how to purchase shares, call the Transfer Agent (Nationwide call toll-free
800-543-0407; in Cincinnati call 629-2050).

-8-
<PAGE>

OPENING A NEW ACCOUNT. You may open an account directly with the Fund by
following the steps outlined below.

1. Complete the Account Application included in this Prospectus.

2. Write a check for your initial investment to the "Ohio Tax-Free Money
Fund."

INTEGRATED FUND SERVICES, INC.
P.O. BOX 5354
CINCINNATI, OHIO 45201-5354

ADDING TO YOUR ACCOUNT. You may make additional purchases to your account at any
time by mail or by wire. Purchases by mail should be sent to the address listed
above. For more information about purchases by wire, please telephone the
Transfer Agent (Nationwide call toll-free 800-543-0407; in Cincinnati call
629-2050). Your bank may charge a fee for sending your wire. Each additional
purchase must contain the account name and number in order to properly credit
your account.

MISCELLANEOUS. In connection with all purchases of Fund shares, we observe the
following policies and procedures:

o You may receive a dividend on the day you wire an investment if you
notify the Transfer Agent of your wire by 12:00 noon, Eastern time, on
that day. Your purchase will be priced based upon the net asset value
("NAV") after a proper order is received.

o We mail you confirmations of all purchases or redemptions of Fund
shares.

o Certificates for shares are not issued.

o We reserve the right to limit the amount of investments and to refuse
to sell to any person.

o If an order to purchase shares is canceled because your check does not
clear, you will be responsible for any resulting losses or fees
incurred by the Fund or the Transfer Agent in the transaction.

o There is no fee for purchases made by wire, but we may charge you for
this service upon 30 days' prior notice.

-9-
<PAGE>

CASH SWEEP PROGRAM. Cash accumulations in accounts with financial institutions
may be automatically invested in the Fund 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.

HOW TO REDEEM SHARES
- --------------------

INTEGRATED FUND SERVICES, INC.
P.O. BOX 5354
CINCINNATI, OHIO 45201-5354

PROCESSING OF REDEMPTIONS. You may be charged a fee by your bank or brokerage
firm for processing a wire redemption. Redemption proceeds will only be wired to
a commercial bank or brokerage firm in the United States. If it is impossible or
impractical to wire funds, the redemption proceeds will be sent by mail to the
designated account.

-10-
<PAGE>

MINIMUM BALANCE REQUIREMENTS. We reserve the right to ask you to increase your
account balance if your balance falls below our minimum requirements for your
account (based on the amount of your investment, not on market fluctuations). If
the account balance remains below our minimum requirements for 30 days after we
notify you, we may close your account and send you the proceeds.

MISCELLANEOUS. In connection with all redemptions of Fund shares, we observe the
following policies and procedures:

o We may refuse any redemption request involving recently purchased
shares until your check for the recently purchased shares has cleared.
To eliminate this delay, you may purchase shares of the Fund by
certified check or wire.

o We may refuse any telephone redemption request if the name(s) or the
address on the account has been changed within 30 days of your
redemption request.

o We will consider all written and verbal instructions as authentic and
will not be responsible for processing instructions received by
telephone which are reasonably believed to be genuine or for
processing redemption proceeds by wire. We will use reasonable
procedures to determine that telephone instructions are genuine, such
as requiring forms of personal identification before acting upon
telephone instructions, providing written confirmation of the
transactions and/or tape recording telephone instructions. If we do
not use such procedures, we may be liable for losses due to
unauthorized or fraudulent instructions.

-11-
<PAGE>

HOW TO EXCHANGE SHARES
- ----------------------

Shares of the Fund and of any other fund in the Touchstone Family of Funds may
be exchanged for each other.

The Touchstone Family of Funds consists of the following funds. Funds which may
have a front-end or a contingent deferred sales load are marked with an
asterisk.

TAXABLE BOND FUNDS TAX-FREE BOND FUNDS
- ------------------ -------------------
*Bond Fund *Tax-Free Intermediate Term Fund
*Intermediate Term Government Income Fund *Ohio Insured Tax-Free Fund
*High Yield Fund
TAX-FREE MONEY MARKET FUNDS
---------------------------
TAXABLE MONEY MARKET FUNDS Tax-Free Money Fund
- -------------------------- Ohio Tax-Free Money Fund
Short Term Government Income Fund California Tax-Free Money Fund
Institutional Government Income Fund Florida Tax-Free Money Fund
Money Market Fund

-12-
<PAGE>

SUB-ACCOUNTING SERVICES
- -----------------------

Institutions are encouraged to open single master accounts. However, certain
institutions may want to use the Transfer Agent's sub-accounting system to
minimize their internal recordkeeping requirements. The Transfer Agent may
change a sub-accounting fee based on the level of services rendered.
Institutions holding shares of the Fund in a fiduciary, agency, custodial or
similar capacity may charge or pass through sub-accounting fees as part of, or
in addition to, normal trust or agency account fees.

DIVIDENDS AND DISTRIBUTIONS
- ---------------------------

TAXES
- -----

The Fund may invest a portion of its assets in obligations which pay interest
that is not exempt from federal income tax and/or Ohio personal income tax. For
federal income tax purposes, a shareholder's proportionate share of taxable
distributions from the Fund's net investment income as well as from net realized
short-term capital gains, if any, is taxable as ordinary income. Since the
Fund's investment income is derived from interest rather than dividends, no
portion of its interest distributions is eligible for the dividends received
deduction available to corporations.

-13-
<PAGE>

OPERATION OF THE FUND
- ---------------------

INVESTMENT ADVISER. Touchstone Advisors, Inc. (the "Adviser" or "Touchstone
Advisors"), located at 311 Pike Street, Cincinnati, Ohio 45202, is the
investment adviser for the Fund.

-14-
<PAGE>

Touchstone Advisors will continually monitor a Fund Sub-Adviser's performance
through various analyses and through in-person, telephone and written
consultations with the Fund Sub-Adviser.

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

Touchstone Advisors is also responsible for running all of the operations of the
Fund, except for those that are subcontracted to a Fund Sub-Adviser, custodian,
transfer agent or administrator.

FUND SUB-ADVISER. Fort Washington Investment Advisors, Inc. ("Fort Washington"),
located at 420 East Fourth Street, Cincinnati, Ohio 45202, has been retained as
the Sub-Adviser for the Fund. Fort Washington makes the day-to-day decisions
regarding buying and selling specific securities for the Fund. Fort Washington
manages the Fund's investments according to its investment goals and strategies.

-15-
<PAGE>

CALCULATION OF SHARE PRICE
- --------------------------

On each day that the Trust is open for business, the share price (NAV) of the
Fund's shares is determined as of 12:00 noon and 4:00 p.m., Eastern time. The
Trust is open for business on each day the New York Stock Exchange is open for
business and on any other day when there is sufficient trading in the Fund's
investments that its NAV might be materially affected. The Fund's NAV is
calculated by dividing the sum of the value of the securities held by the Fund
plus cash or other assets minus all liabilities (including estimated accrued
expenses) by the total number of shares outstanding of the Fund, rounded to the
nearest cent.

-16-
<PAGE>

than valued at market. This method should enable the Fund to maintain a stable
NAV per share. However, there is no assurance that the Fund will be able to do
so.

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

The financial highlights table is intended to help you understand the financial
performance of Institutional Shares during their operations. Certain information
reflects financial results for a single Institutional Share of the Fund. The
total returns in the table represent the rate that an investor would have earned
on an investment in Institutional Shares (assuming reinvestment of all dividends
and distributions). This information has been audited by Arthur Andersen LLP,
whose report, along with the Fund's financial statements, is included in the
Statement of Additional Information and Annual Report, which is available upon
request.

Per Share Data for a Share Outstanding Throughout Each Period
- -----------------------------------------------------------------------------------------------------
Period
Year Ended June 30, Ended
June 30,
1999 1998 1997(A)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value at beginning of period $ 1.000 $ 1.000 $ 1.000
-------------------------------------------------------------
Net investment income 0.029 0.033 0.016
-------------------------------------------------------------
Dividends from net investment income (0.029) (0.033) (0.016)
-------------------------------------------------------------
Net asset value at end of period $ 1.000 $ 1.000 $ 1.000
=============================================================
Total return 2.98% 3.33% 3.31%(C)
=============================================================
Net assets at end of period (000's) $ 176,106 $ 115,266 $ 97,589
=============================================================
Ratio of net expenses to
average net assets(B) 0.50% 0.50% 0.50%(C)
Ratio of net investment income to
average net assets 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 0.51%, 0.52% and 0.56%(C)
for the periods ended June 30, 1999, 1998 and 1997, respectively.
(C) Annualized.

-17-
<PAGE>

Touchstone Tax-Free Trust
- -------------------------
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4094
Nationwide (Toll-Free) 800-543-8721
Cincinnati 513-629-2000

Investment Adviser
- ------------------
Touchstone Advisors, Inc.
311 Pike Street
Cincinnati, Ohio 45202

Sub-Adviser
- -----------
Fort Washington Investment Advisors, Inc.
420 East Fourth Street
Cincinnati, Ohio 45202

Transfer Agent
- --------------
Integrated Fund Services, Inc.
P.O. Box 5354
Cincinnati, Ohio 45201-5354

Shareholder Service
- -------------------
Nationwide: (Toll-Free) 800-543-0407
Cincinnati: 513-629-2050

-18-
<PAGE>

File No. 811-3174

-19-
<PAGE>

Tax-Exempt

PROSPECTUS

California Tax-Free
Money Fund

November 1, 1999
(Revised May 10, 2000)

TOUCHSTONE
FUNDS

This Prospectus has information you should know before you invest. Please read
it carefully and keep it with your investment records.

<PAGE>

PROSPECTUS
November 1, 1999
(Revised May 10, 2000)

TOUCHSTONE TAX-FREE TRUST
312 WALNUT STREET, 21ST FLOOR
CINCINNATI, OHIO 45202
800-543-0407

CALIFORNIA TAX-FREE MONEY FUND

TABLE OF CONTENTS

RISK/RETURN SUMMARY............................................................2
RISK/RETURN SUMMARY: FEE TABLE.................................................4
INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES AND RELATED RISKS..................5
HOW TO PURCHASE SHARES.........................................................8
HOW TO REDEEM SHARES..........................................................10
HOW TO EXCHANGE SHARES........................................................12
DIVIDENDS AND DISTRIBUTIONS...................................................13
TAXES.........................................................................13
OPERATION OF THE FUND.........................................................14
DISTRIBUTION PLAN.............................................................16
CALCULATION OF SHARE PRICE....................................................16
FINANCIAL HIGHLIGHTS..........................................................17

For further information or assistance in opening an account, please contact your
broker or call us at the above number.

<PAGE>

RISK/RETURN SUMMARY
- -------------------

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The Fund seeks the highest level of current income exempt from federal and
California income taxes, consistent with liquidity and stability of principal.

WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?

The Fund will invest at least 65% of its total assets in high-quality,
short-term California municipal obligations. California municipal obligations
are debt obligations issued by the State of California and its agencies which
pay interest that is exempt from both federal income tax and California income
tax. Under normal market conditions, the Fund will invest at least 80% of its
total assets in obligations which pay interest that is exempt from federal
income tax. The Fund is a money market fund which seeks to maintain a constant
share price of $1.00 per share.

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

The Fund's yield will fluctuate due to changes in economic conditions, interest
rates, political events and other conditions affecting the performance of the
fixed-income market.

The Fund is non-diversified and may invest in a smaller number of issuers than a
diversified fund. Therefore, an investment in the Fund may be riskier than an
investment in other types of money market funds. There are also risks of reduced
diversification because the Fund invests primarily in debt obligations of
issuers within a single state. The Fund's performance is closely tied to the
financial condition of the State of California and its municipalities and
authorities. A deterioration in the condition of an issuer of a municipal
obligation held by the Fund could result in a default by the issuer on its
payments of interest and principal, which could cause a decrease in the value of
the Fund's shares.

2
<PAGE>

PERFORMANCE SUMMARY

The bar chart and performance table shown below provide an indication of the
risks of investing in the Fund by showing the changes in the performance of the
Fund from year to year during the past 10 years. The Fund's past performance is
not necessarily an indication of its future performance.

(BAR CHART)

2.56% 5.48% 4.25% 2.77% 1.95% 2.29% 3.18% 2.78% 2.89% 2.82%
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998

During the period shown in the bar chart, the highest return for a quarter was
1.49% during the quarter ended December 31, 1989 and the lowest return for a
quarter was 0.44% during the quarter ended March 31, 1994.

For information on the Fund's current and effective 7-day yield, call
1-800-543-0407 (Nationwide) or 629-2050 (in Cincinnati).

AVERAGE ANNUAL TOTAL RETURNS
FOR PERIODS ENDED DECEMBER 31, 1998

Since
One Five Inception
Year Years (7-25-89)
---- ----- ---------
California Tax-Free Money Fund 2.82% 2.79% 3.28%

3
<PAGE>

RISK RETURN SUMMARY: FEE TABLE
- ------------------------------

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

* You will be charged $8 for each wire redemption. This fee is subject to
change.

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)

Management Fees..................................................... .50%
Distribution (12b-1) Fees........................................... .05%
Other Expenses...................................................... .20%
----
Total Annual Fund Operating Expenses................................ .75%
====

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

4
<PAGE>

INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES AND RELATED RISKS
- -------------------------------------------------------------

INVESTMENT OBJECTIVE

The Fund seeks the highest level of current income exempt from federal and
California income taxes, consistent with liquidity and stability of principal.

PRINCIPAL INVESTMENT STRATEGIES

Under normal market conditions, the Fund will invest at least 65% of its total
assets in high-quality, short-term California municipal obligations determined
by the Adviser, under the direction of the Board of Trustees, to present minimal
credit risks. It is a fundamental policy that under normal market conditions,
the Fund will invest at least 80% of its total assets in short-term municipal
obligations which pay interest that is exempt from federal income tax, including
the alternative minimum tax. This policy may not be changed without the approval
of the Fund's shareholders.

o The Fund's dollar-weighted average maturity will be 90 days or less.

o The Fund will only invest in obligations which mature in 13 months or less.

CALIFORNIA MUNICIPAL OBLIGATIONS. California municipal obligations are debt
obligations issued by the State of California and its political subdivisions,
agencies, authorities and instrumentalities which pay interest that is, in the
opinion of bond counsel to the issuer, exempt from both federal income tax,
including the alternative minimum tax, and California income tax. California
municipal obligations are issued to finance work on public facilities, to pay
general operating expenses or to refinance outstanding debts. They may also be
used to finance various private activities for the construction of housing,
educational or medical facilities or the financing of privately owned or
operated facilities.

5
<PAGE>

California municipal obligations consist of tax-exempt bonds, tax-exempt notes
and tax-exempt commercial paper. The two principal types of California municipal
obligations are "general obligation" and "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 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. The Fund may invest in any
combination of general obligation bonds, revenue bonds and industrial
development bonds. Tax-exempt notes, such as tax anticipation notes, revenue
anticipation notes and bond anticipation notes, are issued to provide interim
financing or other short-term capital needs and generally mature in one year or
less.

Municipal obligations purchased by the Fund may also include floating and
variable rate municipal obligations, when-issued obligations and obligations
with puts attached.

o Floating and variable rate municipal obligations are 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 the 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.

o Obligations with puts attached are obligations which may be resold back to
the seller at a specific price or yield within a specific period of time.
The Fund will purchase obligations with puts attached for liquidity 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.

TEMPORARY DEFENSIVE PURPOSES. For temporary defensive purposes, including
circumstances where acceptable California municipal obligations are not
available, the Fund may invest more than 35% of its total assets in obligations
which are not California municipal obligations. These include municipal
obligations which pay interest that is exempt from federal, but not California,
income tax and taxable short-term securities. Taxable short-term securities
include certificates of deposit and other bank debt instruments, commercial
paper, obligations issued by the U.S. Government, its agencies and
instrumentalities and repurchase agreements. Under normal market conditions, no
more than 5% of the Fund's net assets will be invested in any one type of
taxable obligation. When taking such a temporary defensive position, the Fund
may not achieve its investment objective.

6
<PAGE>

PRINCIPAL RISK CONSIDERATIONS

Because the Fund invests primarily in California municipal obligations, economic
and political conditions in the state may have a great impact on the value of
the Fund's shares. California has a broad-based economy, with manufacturing
representing just 15% of state employment, services representing 31% and trade
23%. Although the nationwide recession of the early 1990s severely affected
several key industries, such as defense, aerospace and high technology, gains in
the export, entertainment, tourism and computer sectors have helped drive the
recent recovery. This has led to improved state finances and has eliminated the
need to borrow externally across fiscal years for cash flow purposes. However,
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 and the Fund's share price.

7
<PAGE>

TAX RISK. Certain provisions in the Internal Revenue Code relating to the
issuance of municipal obligations may reduce the volume of municipal obligations
qualifying 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 were enacted that would reduce
the availability of municipal obligations for investment by the Fund so as to
adversely affect its shareholders, the Fund would reevaluate its investment
objective and policies and submit possible changes in the Fund's structure to
shareholders for their consideration. If legislation were enacted that would
treat a type of municipal obligation as taxable, the Fund would treat such
security as a permissible taxable investment within the applicable limits set
forth herein.

HOW TO PURCHASE SHARES
- ----------------------

You may open an account in the Fund by investing the minimum amount required for
the type of account you open. You may invest additional amounts in an existing
account at any time. For more information about how to purchase shares, call
Integrated Fund Services, Inc. (the "Transfer Agent") (Nationwide call toll-free
800-543-0407; in Cincinnati call 629-2050). The different account options and
minimum investment requirements are listed below.

ACCOUNT OPTIONS

Regular Accounts
- ----------------
The minimum amount required to open a regular account is $1,000. There are no
minimum requirements for additional investments.

INVESTMENT PLANS

Direct Deposit Plans
- --------------------
Your employer may offer a direct deposit plan which will allow you to have all
or a portion of your paycheck transferred automatically to purchase shares of
the Fund. Social security recipients may have all or a portion of their social
security check transferred automatically to purchase shares of the Fund.

8
<PAGE>

OPENING A NEW ACCOUNT

You may open an account directly with the Fund by following the steps outlined
below.

1. Complete the Account Application included in this Prospectus. Be sure to
indicate the type of account you would like to open and the amount of money
you would like to invest.

2. Write a check for your initial investment to the "California Tax-Free Money
Fund."

INTEGRATED FUND SERVICES, INC.
P.O. BOX 5354
CINCINNATI, OHIO 45201-5354

ADDING TO YOUR ACCOUNT. You may make additional purchases to your account at any
time. Additional purchases may be made by mail to the address listed above or by
wire. For more information about purchases by wire, please telephone the
Transfer Agent (Nationwide call toll-free 800-543-0407; in Cincinnati call
629-2050). Your bank may charge a fee for sending your wire. Each additional
purchase must contain the account name and number in order to properly credit
your account.

MISCELLANEOUS. In connection with all purchases of Fund shares, we observe the
following policies and procedures:

o We mail you confirmations of all purchases or redemptions of Fund
shares.

o Certificates for shares are not issued.

o We reserve the right to limit the amount of investments and to refuse
to sell to any person.

o If an order to purchase shares is canceled because your check does not
clear, you will be responsible for any resulting losses or fees
incurred by the Fund or the Transfer Agent in the transaction.

o We may open accounts for less than the minimum investment amount or
change the minimum investment requirements at any time.

9
<PAGE>

o There is no fee for purchases made by wire, but we may charge you for
this service upon 30 days' prior notice.

HOW TO REDEEM SHARES
- --------------------

INTEGRATED FUND SERVICES, INC.
P.O. BOX 5354
CINCINNATI, OHIO 45201-5354

BY CHECK. You may open a checking account with the Fund and redeem shares by
check. The Transfer Agent will redeem the appropriate number of shares in your
account to cover the amount of your check. Checks will be processed at the NAV
on the day the check is presented to the Custodian for payment. Checks may be
payable to anyone for any amount, but checks may not be certified. If you invest
in the Fund through a cash sweep or similar program with a financial
institution, you may not open a checking account with the Fund. If the amount of
your check is more than the value of the shares held in your account, the check
will be returned. The Transfer Agent charges shareholders its costs for each
check returned for insufficient funds and for each stop payment.

PROCESSING OF REDEMPTIONS. If you request a redemption by wire, you will be
charged an $8

10
<PAGE>

processing fee. We reserve the right to change the processing fee, upon 30 days'
notice. All charges will be deducted from your account by redeeming shares in
your account. Your bank or brokerage firm may also charge you for processing the
wire. Redemption proceeds will only be wired to a commercial bank or brokerage
firm in the United States. If it is impossible or impractical to wire funds, the
redemption proceeds will be sent by mail to the designated account.

ADDITIONAL INFORMATION ABOUT ACCOUNTS AND REDEMPTIONS

MISCELLANEOUS. In connection with all redemptions of Fund shares, we observe the
following policies and procedures:

o We may refuse any redemption request involving recently purchased
shares until your check for the recently purchased shares has cleared.
To eliminate this delay, you may purchase shares of the Fund by
certified check or wire.

o We may refuse any telephone redemption request if the name(s) or the
address on the account has been changed within 30 days of your
redemption request.

o We may delay mailing redemption proceeds for more than 3 business days
(redemption proceeds are normally mailed within 3 business days after
receipt of a proper written

11
<PAGE>

request and within 1 business day after receipt of a proper telephone
request). Redemption proceeds 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.

o We will consider all written and verbal instructions as authentic and
will not be responsible for processing instructions received by
telephone which are reasonably believed to be genuine or for
processing redemption proceeds by wire. We will use reasonable
procedures to determine that telephone instructions are genuine, such
as requiring forms of personal identification before acting upon
telephone instructions, providing written confirmation of the
transactions and/or tape recording telephone instructions. If we do
not use such procedures, we may be liable for losses due to
unauthorized or fraudulent instructions.

HOW TO EXCHANGE SHARES
- ----------------------

Shares of the Fund and of any other fund in the Touchstone Family of Funds may
be exchanged for each other.

The Touchstone Family of Funds consists of the following funds. Funds which may
have a front-end or a contingent deferred sales load are marked with an
asterisk.

TAXABLE BOND FUNDS TAX-FREE BOND FUNDS
- ------------------ -------------------
*Bond Fund *Tax-Free Intermediate Term Fund
*Intermediate Term Government Income Fund *Ohio Insured Tax-Free Fund
*High Yield Fund
TAX-FREE MONEY MARKET FUNDS
---------------------------
TAXABLE MONEY MARKET FUNDS Tax-Free Money Fund
- -------------------------- Ohio Tax-Free Money Fund
Short Term Government Income Fund California Tax-Free Money Fund
Institutional Government Income Fund Florida Tax-Free Money Fund
Money Market Fund

You may only exchange shares into a fund which is authorized for sale in your
state of residence and you must meet that fund's minimum initial investment
requirements. The Board of Trustees

12
<PAGE>

may change or discontinue the exchange privilege after giving shareholders 60
days' prior notice. An exchange will be treated as a sale of shares and any gain
or loss on an exchange is a taxable event. Before making an exchange, contact
the Transfer Agent to request information about the other funds in the
Touchstone Family of Funds.

DIVIDENDS AND DISTRIBUTIONS
- ---------------------------

TAXES
- -----

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. For federal income tax purposes, a
shareholder's proportionate share of taxable distributions from the Fund's net
investment income as well as from net realized short-term capital gains, if any,
is taxable as ordinary income. Since the Fund's investment income is derived
from interest rather than dividends, no portion of its interest distributions is
eligible for the dividends received deduction available to corporations.

13
<PAGE>

The Fund will mail to each of its shareholders a statement showing the amount
and federal income tax status of all distributions made during the year. The
Fund will report to its shareholders the percentage and source of income earned
on tax-exempt obligations held by it during the preceding year. An exemption
from federal income tax and California state income tax may not result in
similar exemptions under the laws of a particular state or local taxing
authority.

OPERATION OF THE FUND
- ---------------------

INVESTMENT ADVISER. Touchstone Advisors, Inc. (the "Adviser" or "Touchstone
Advisors"), located at 311 Pike Street, Cincinnati, Ohio 45202, is the
investment adviser for the Fund.

Touchstone Advisors will continually monitor a Fund Sub-Adviser's performance
through various analyses and through in-person, telephone and written
consultations with the Fund Sub-Adviser.

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

14
<PAGE>

Touchstone Advisors is also responsible for running all of the operations of the
Fund, except for those that are subcontracted to a Fund Sub-Adviser, custodian,
transfer agent or administrator.

FUND SUB-ADVISER. Fort Washington Investment Advisors, Inc. ("Fort Washington"),
located at 420 East Fourth Street, Cincinnati, Ohio 45202, has been retained as
the Sub-Adviser for the Fund. Fort Washington makes the day-to-day decisions
regarding buying and selling specific securities for the Fund. Fort Washington
manages the Fund's investments according to its investment goals and strategies.

15
<PAGE>

investment decision making process, entities in which the Fund invests may
experience Year 2000 difficulties and the Fund is unable to predict to what
extent the Year 2000 issue will impact the value of those securities.

DISTRIBUTION PLAN
- -----------------

Pursuant to Rule 12b-1 under the 1940 Act, the Fund has adopted a plan of
distribution (the "Plan") which permits the Fund to directly incur or reimburse
the Adviser for certain expenses related to the distribution of its shares,
including payments to securities dealers and other persons, including the
Adviser and its affiliates, who are engaged in the sale of shares of the Fund
and who may be advising investors regarding the purchase, sale or retention of
Fund shares; expenses of maintaining personnel who engage in or support
distribution of shares or who render shareholder support services not otherwise
provided by the Transfer Agent or the Trust; expenses of formulating and
implementing marketing and promotional activities, including direct mail
promotions and mass media advertising; expenses of preparing, printing and
distributing sales literature and prospectuses and statements of additional
information and reports for recipients other than existing shareholders of the
Fund; expenses of obtaining such information, analyses and reports with respect
to marketing and promotional activities as the Trust may, from time to time,
deem advisable; and any other expenses related to the distribution of shares of
the Fund.

The annual limitation for payment of expenses pursuant to the Plan is .25% of
the Fund's average daily net assets. Because distribution fees are paid out of
the Fund's assets on an on-going basis, over time these fees will increase the
cost of your investment. In the event the Plan is terminated by the Fund in
accordance with its terms, the Fund will not be required to make any payments
for expenses incurred by the Adviser after the date the Plan terminates.
Distribution expenses paid by the Adviser which are not reimbursed by the Fund
cannot be carried over from year to year.

CALCULATION OF SHARE PRICE
- --------------------------

16
<PAGE>

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

The financial highlights table is intended to help you understand the Fund's
financial performance for the past five years. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned on an investment in the
Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by Arthur Andersen LLP, whose report, along with
the Fund's financial statements, is included in the Statement of Additional
Information and Annual Report, which is available upon request.

<TABLE>
<S> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------

Per Share Data for a Share Outstanding Throughout Each Year
- -----------------------------------------------------------------------------------------------------
Year Ended June 30,
-------------------------------------------------------------
1999 1998 1997 1996 1995
- -----------------------------------------------------------------------------------------------------

Net asset value at beginning of year $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
-------------------------------------------------------------
Net investment income 0.025 0.029 0.028 0.029 0.029
-------------------------------------------------------------
Dividends from net investment
income (0.025) (0.029) (0.028) (0.029) (0.029)
-------------------------------------------------------------
Net asset value at end of year $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
-------------------------------------------------------------
Total return 2.56% 2.94% 2.81% 2.95% 2.95%
=============================================================
Net assets at end of year (000's) $ 47,967 $ 41,013 $ 32,186 $ 36,122 $ 19,525
=============================================================
Ratio of net expenses to
average net assets(A) 0.75% 0.77% 0.80% 0.80% 0.70%
Ratio of net investment income to
average net assets 2.52% 2.89% 2.76% 2.88% 2.83%
</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% and 0.85% for the
years ended June 30, 1996 and 1995, respectively.

17
<PAGE>

Touchstone Tax-Free Trust
- -------------------------
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4094
Nationwide (Toll-Free) 800-543-8721
Cincinnati 513-629-2000

Investment Adviser
- ------------------
Touchstone Advisors, Inc.
311 Pike Street
Cincinnati, Ohio 45202

Sub-Adviser
- -----------
Fort Washington Investment Advisors, Inc.
420 East Fourth Street
Cincinnati, Ohio 45202

Transfer Agent
- --------------
Integrated Fund Services, Inc.
P.O. Box 5354
Cincinnati, Ohio 45201-5354

Shareholder Service
- -------------------
Nationwide: (Toll-Free) 800-543-0407
Cincinnati: 513-629-2050

File No. 811-3174

18
<PAGE>

Tax-Exempt

PROSPECTUS

Florida Tax-Free Money Fund

November 1, 1999
(Revised May 10, 2000)

TOUCHSTONE
FUNDS

This Prospectus has information you should know before you invest. Please read
it carefully and keep it with your investment records.

<PAGE>

PROSPECTUS
November 1, 1999
(Revised May 10, 2000)

TOUCHSTONE TAX-FREE TRUST
312 WALNUT STREET, 21ST FLOOR
CINCINNATI, OHIO 45202
800-543-0407

FLORIDA TAX-FREE MONEY FUND

TABLE OF CONTENTS

RISK/RETURN SUMMARY.............................................................
RISK/RETURN SUMMARY: FEE TABLE..................................................
INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES AND RELATED RISKS...................
HOW TO PURCHASE SHARES..........................................................
HOW TO REDEEM SHARES............................................................
HOW TO EXCHANGE SHARES..........................................................
DIVIDENDS AND DISTRIBUTIONS.....................................................
TAXES...........................................................................
OPERATION OF THE FUND...........................................................
DISTRIBUTION PLAN...............................................................
CALCULATION OF SHARE PRICE......................................................
FINANCIAL HIGHLIGHTS............................................................

FOR FURTHER INFORMATION OR ASSISTANCE IN OPENING AN ACCOUNT, PLEASE CONTACT YOUR
BROKER OR CALL US AT THE ABOVE NUMBER.

<PAGE>

RISK/RETURN SUMMARY
- -------------------

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The Fund seeks the highest level of interest income exempt from federal income
tax, consistent with liquidity and stability of principal.

WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?

The Fund will invest at least 65% of its total assets in high-quality,
short-term Florida municipal obligations. Florida municipal obligations are debt
obligations issued by the State of Florida and its agencies which pay interest
that is exempt from both federal income tax and the Florida intangible personal
property tax. Under normal market conditions, the Fund will invest at least 80%
of its total assets in obligations which pay interest that is exempt from
federal income tax. The Fund is a money market fund which seeks to maintain a
constant price of $1.00 per share.

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

The Fund's yield will fluctuate due to changes in economic conditions, interest
rates, political events and other conditions affecting the performance of the
fixed-income market.

The Fund is non-diversified and may invest in a smaller number of issuers than a
diversified fund. Therefore, an investment in the Fund may be riskier than an
investment in other types of money market funds. There are also risks of reduced
diversification because the Fund invests primarily in debt obligations of
issuers within a single state. The Fund's performance is closely tied to the
financial condition of the State of Florida and its municipalities and
authorities. A deterioration in the condition of an issuer of a municipal
obligation held by the Fund could result in a default by the issuer on its
payments of interest and principal, which could cause a decrease in the value of
the Fund's shares.

-2-
<PAGE>

PERFORMANCE SUMMARY

The bar chart and performance table shown below provide an indication of the
risks of investing in the Fund by showing the changes in the performance of the
Fund from year to year during its operations. The Fund's past performance is not
necessarily an indication of its future performance.

(BAR CHART)

2.24% 2.40% 3.56% 2.98% 3.00% 2.94%
1993 1994 1995 1996 1997 1998

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

For information on the Fund's current and effective 7-day yield, call
1-800-543-0407 (Nationwide) or 629-2050 (in Cincinnati).

AVERAGE ANNUAL TOTAL RETURNS
FOR PERIODS ENDED DECEMBER 31, 1998

Since
One Five Inception
Year Years (11-13-92)
---- ----- ----------
Florida Tax-Free Money
Fund 2.94% 2.97% 2.85%

-3-
<PAGE>

RISK RETURN SUMMARY: FEE TABLE
- ------------------------------

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

* You will be charged $8 for each wire redemption. This fee is subject to
change.

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)

Management Fees.................................................... .50%
Distribution (12b-1) Fees.......................................... .22%
Other Expenses..................................................... .26%
----
Total Annual Fund Operating Expenses............................... .98%(A)
====

EXAMPLE
This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. It assumes that you invest
$10,000 in the Fund for the time periods indicated and then redeem 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 operating expenses of the Fund
remain the same. Although your actual costs may be higher or lower, based on
these assumptions your costs would be:

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$ 100 $ 312 $ 542 $1,201

-4-
<PAGE>

INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES AND RELATED RISKS
- -------------------------------------------------------------

INVESTMENT OBJECTIVE

The Fund seeks the highest level of interest income exempt from federal income
tax, consistent with liquidity and stability of principal.

PRINCIPAL INVESTMENT STRATEGIES

Under normal conditions, the Fund will invest at least 65% of its total assets
in high-quality, short-term Florida municipal obligations determined by the
Adviser, under the direction of the Board of Trustees, to present minimal credit
risks. It is a fundamental policy that under normal market conditions, the Fund
will invest at least 80% of its total assets in short-term municipal obligations
which pay interest that is exempt from federal income tax, including the
alternative minimum tax. This policy may not be changed without the approval of
the Fund's shareholders.

o The Fund's dollar-weighted average maturity will be 90 days or less.

o The Fund will only invest in obligations which mature in 13 months or less.

FLORIDA MUNICIPAL OBLIGATIONS. Florida municipal obligations are debt
obligations issued by the State of Florida and its political subdivisions,
agencies, authorities and instrumentalities which pay interest that is, in the
opinion of bond counsel to the issuer, exempt from both federal income tax,
including the alternative minimum tax, and the value of which is exempt from the
Florida intangible personal property tax. Florida municipal obligations are
issued to finance work on public facilities, to pay general operating expenses
or to refinance outstanding debts. They may also be used to finance various
private activities for the construction of housing, educational or medical
facilities or the financing of privately owned or operated facilities.

-5-
<PAGE>

Florida municipal obligations consist of tax-exempt bonds, tax-exempt notes and
tax-exempt commercial paper. The two principal types of Florida municipal
obligations are "general obligation" and "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 development revenue bonds are a specific type of revenue bond backed
by the credit of the private user of the facility. The Fund may invest in any
combination of general obligation bonds, revenue bonds and industrial
development bonds. Tax-exempt notes, such as tax anticipation notes, revenue
anticipation notes and bond anticipation notes, are issued to provide interim
financing or other short-term capital needs and generally mature in one year or
less.

Municipal obligations purchased by the Fund may also include floating and
variable rate municipal obligations, when-issued obligations and obligations
with puts attached.

o Floating and variable rate municipal obligations are 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 the 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.

o Obligations with puts attached are obligations which may be resold back to
the seller at a specific price or yield within a specific period of time.
The Fund will purchase obligations with puts attached for liquidity 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.

TEMPORARY DEFENSIVE PURPOSES. For temporary defensive purposes, including
circumstances where acceptable Florida municipal obligations are not available,
the Fund may invest more than 35% of its total assets in obligations which are
not Florida municipal obligations. These include municipal obligations which pay
interest that is exempt from federal income tax, but whose value is not exempt
from the Florida intangible personal property tax and taxable short-term
securities. Taxable short-term securities include certificates of deposit and
other bank debt instruments, commercial paper, obligations issued by the U.S.
Government, its agencies and instrumentalities and repurchase agreements. Under
normal market conditions, no more than 5% of the Fund's net assets will be
invested in any one type of taxable obligation. When taking such a temporary
defensive position, the Fund may not achieve its investment objective.

-6-
<PAGE>

PRINCIPAL RISK CONSIDERATIONS

Because the Fund invests primarily in Florida municipal obligations, economic
and political conditions in Florida may have a great impact on the value of the
Fund's shares. 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

-7-
<PAGE>

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 and the Fund's share price.

TAX RISK. Certain provisions in the Internal Revenue Code relating to the
issuance of municipal obligations may reduce the volume of municipal obligations
qualifying 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 were enacted that would reduce
the availability of municipal obligations for investment by the Fund so as to
adversely affect its shareholders, the Fund would reevaluate its investment
objective and policies and submit possible changes in the Fund's structure to
shareholders for their consideration. If legislation were enacted that would
treat a type of municipal obligation as taxable, the Fund would treat such
security as a permissible taxable investment within the applicable limits set
forth herein.

HOW TO PURCHASE SHARES
- ----------------------

ACCOUNT OPTIONS

Regular Accounts
- ----------------
The minimum amount required to open a regular account is $1,000. There are no
minimum requirements for additional investments.

INVESTMENT PLANS

Direct Deposit Plans
- --------------------
Your employer may offer a direct deposit plan which will allow you to have all
or a portion of your paycheck transferred automatically to purchase shares of
the Fund. Social security recipients may have all or a portion of their social
security check transferred automatically to purchase shares of the Fund.

-8-
<PAGE>

OPENING A NEW ACCOUNT

You may open an account directly with the Fund by following the steps outlined
below.

1. Complete the Account Application included in this Prospectus. Be sure to
indicate the type of account you would like to open and the amount of money
you would like to invest.

2. Write a check for your initial investment to the "Florida Tax-Free Money
Fund."

INTEGRATED FUND SERVICES, INC.
P.O. BOX 5354
CINCINNATI, OHIO 45201-5354

MISCELLANEOUS. In connection with all purchases of Fund shares, we observe the
following policies and procedures:

o We mail you confirmations of all purchases or redemptions of Fund
shares.

o Certificates for shares are not issued.

-9-
<PAGE>

o We reserve the right to limit the amount of investments and to refuse
to sell to any person.

o If an order to purchase shares is canceled because your check does not
clear, you will be responsible for any resulting losses or fees
incurred by the Fund or the Transfer Agent in the transaction.

o We may open accounts for less than the minimum investment amount or
change the minimum investment requirements at any time.

o There is no fee for purchases made by wire, but we may charge you for
this service upon 30 days' prior notice.

HOW TO REDEEM SHARES
- --------------------

INTEGRATED FUND SERVICES, INC.
P.O. BOX 5354
CINCINNATI, OHIO 45201-5354

-10-
<PAGE>

A SIGNATURE GUARANTEE helps protect against fraud. You can obtain one from most
banks or

-11-
<PAGE>

securities dealers, but not from a notary public. For joint accounts, each
signature must be guaranteed. Please call us to ensure that your signature
guarantee will be submitted correctly.

ADDITIONAL INFORMATION ABOUT ACCOUNTS AND REDEMPTIONS

MISCELLANEOUS. In connection with all redemptions of Fund shares, we observe the
following policies and procedures:

o We may refuse any redemption request involving recently purchased
shares until your check for the recently purchased shares has cleared.
To eliminate this delay, you may purchase shares of the Fund by
certified check or wire.

o We may refuse any telephone redemption request if the name(s) or the
address on the account has been changed within 30 days of your
redemption request.

o We will consider all written and verbal instructions as authentic and
will not be responsible for processing instructions received by
telephone which are reasonably believed to be genuine or for
processing redemption proceeds by wire. We will use reasonable
procedures to determine that telephone instructions are genuine, such
as requiring forms of personal identification before acting upon
telephone instructions, providing written confirmation of the
transactions and/or tape recording telephone instructions. If we do
not use such procedures, we may be liable for losses due to
unauthorized or fraudulent instructions.

HOW TO EXCHANGE SHARES
- ----------------------

-12-
<PAGE>

Shares of the Fund and of any other fund in the Touchstone Family of Funds may
be exchanged for each other.

The Touchstone Family of Funds consists of the following funds. Funds which may
have a front-end or a contingent deferred sales load are marked with an
asterisk.

DIVIDENDS AND DISTRIBUTIONS
- ---------------------------

-13-
<PAGE>

This percentage will vary from distribution to distribution. Your distributions
will automatically be reinvested in additional shares unless you specifically
indicate otherwise on your Account Application or notify the Transfer Agent. If
you choose to receive your dividends in cash and the post office cannot deliver
your checks or if you do not cash your checks within 6 months, your dividends
may be reinvested in your account at the then-current NAV and your dividends
will automatically be reinvested in additional shares. You will not receive
interest on the amount of your uncashed checks until the checks have been
reinvested in your account.

TAXES
- -----

The Fund may invest a portion of its assets in obligations which pay interest
that is not exempt from federal income tax and/or the Florida intangible
personal property tax. For federal income tax purposes, a shareholder's
proportionate share of taxable distributions from the Fund's net investment
income as well as from net realized short-term capital gains, if any, is taxable
as ordinary income. Since the Fund's investment income is derived from interest
rather than dividends, no portion of its interest distributions is eligible for
the dividends received deduction available to corporations.

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 of 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 which is not invested in direct U.S. Government obligations is at
least 90% invested in Florida Obligations which are exempt from that tax. The
Fund will attempt to ensure that at least 90% of the Fund's portfolio on January
1 of each year consists of Florida Obligations exempt from the Florida
intangible personal property tax.

-14-
<PAGE>

The Fund will mail to each of its shareholders a statement showing the amount
and federal income tax status of all distributions made during the year. The
Fund will report to its shareholders the percentage and source of income earned
on tax-exempt obligations held by it during the preceding year. An exemption
from federal income tax may not result in similar exemptions under the laws of a
particular state or local taxing authority.

OPERATION OF THE FUND
- ---------------------

INVESTMENT ADVISER. Touchstone Advisors, Inc. (the "Adviser" or "Touchstone
Advisors"), located at 311 Pike Street, Cincinnati, Ohio 45202, is the
investment adviser for the Fund.

Touchstone Advisors will continually monitor a Fund Sub-Adviser's performance
through various analyses and through in-person, telephone and written
consultations with the Fund Sub-Adviser.

-15-
<PAGE>

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

Touchstone Advisors is also responsible for running all of the operations of the
Fund, except for those that are subcontracted to a Fund Sub-Adviser, custodian,
transfer agent or administrator.

FUND SUB-ADVISER. Fort Washington Investment Advisors, Inc. ("Fort Washington"),
located at 420 East Fourth Street, Cincinnati, Ohio 45202, has been retained as
the Sub-Adviser for the Fund. Fort Washington makes the day-to-day decisions
regarding buying and selling specific securities for the Fund. Fort Washington
manages the Fund's investments according to its investment goals and strategies.

-16-
<PAGE>

change of millennium. The Adviser is monitoring on an ongoing basis the progress
of the Fund's service providers to convert their systems to comply with the
requirements of the Year 2000. The Adviser currently has no reason to believe
that these service providers will not be fully and timely compliant. However,
you should be aware that there can be no assurance that all systems will be
successfully converted prior to January 1, 2000, in which case it would become
necessary for the Fund to enter into agreements with new service providers or to
make other arrangements. In addition, although the Adviser considers an issuer's
Year 2000 compliance status in the investment decision making process, entities
in which the Fund invests may experience Year 2000 difficulties and the Fund is
unable to predict to what extent the Year 2000 issue will impact the value of
those securities.

DISTRIBUTION PLAN
- -----------------

Pursuant to Rule 12b-1 under the 1940 Act, the Fund has adopted a plan of
distribution (the "Plan") which permits these shares to directly incur or
reimburse the Adviser for certain expenses related to their distribution,
including payments to securities dealers and other persons, including the
Adviser and its affiliates, who are engaged in the sale of such shares and who
may be advising investors regarding the purchase, sale or retention of such
shares; expenses of maintaining personnel who engage in or support distribution
of shares or who render shareholder support services not otherwise provided by
the Transfer Agent or the Trust; expenses of formulating and implementing
marketing and promotional activities, including direct mail promotions and mass
media advertising; expenses of preparing, printing and distributing sales
literature and prospectuses and statements of additional information and reports
for recipients other than existing shareholders of the Fund; expenses of
obtaining such information, analyses and reports with respect to marketing and
promotional activities as the Trust may, from time to time, deem advisable; and
any other expenses related to the distribution of such shares.

CALCULATION OF SHARE PRICE
- --------------------------

-17-
<PAGE>

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 which meet the Fund's quality standards and
present minimal credit risks. The Fund's obligations are valued at original cost
adjusted for amortization of premium or accumulation of discount, rather than
valued at market. This method should enable the Fund to maintain a stable NAV
per share. However, there is no assurance that the Fund will be able to do so.

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

The financial highlights table is intended to help you understand the Fund's
financial performance for the past 5 years. Certain information reflects
financial results for a single share of the Fund. The total returns in the table
represent the rate that an investor would have earned on an investment in the
Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by Arthur Andersen LLP, whose report, along with
the Fund's financial statements, is included in the Statement of Additional
Information and Annual Report, which is available upon request.

<TABLE>
<S> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------
Per Share Data for a Share Outstanding Throughout Each Year
- -------------------------------------------------------------------------------------------------------
Year Ended June 30,
---------------------------------------------------------------
1999 1998 1997 1996 1995
- -------------------------------------------------------------------------------------------------------

Net asset value at beginning of year $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
---------------------------------------------------------------
Net investment income 0.026 0.030 0.029 0.032 0.031
-------------------------------------------------------------
Dividends from net investment
income (0.026) (0.030) (0.029) (0.032) (0.031)
-------------------------------------------------------------
Net asset value at end of year $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
=============================================================
Total return 2.68% 3.03% 2.90% 3.29% 3.17%
=============================================================
Net assets at end of year (000's) $ 21,371 $ 14,368 $22,434 $28,906 $24,119
=============================================================
Ratio of net expenses to
average net assets(A) 0.75% 0.75% 0.75% 0.61% 0.66%
Ratio of net investment income to
average net assets 2.58% 2.98% 2.85% 3.24% 3.12%

(A) Absent fee waivers and/or expense reimbursements by the Adviser, the ratio of expenses to average
net assets would have been 0.98%, 0.95%, 0.94%, 0.80% and 0.80% for the years ended June 30, 1999,
1998, 1997, 1996 and 1995, respectively.
</TABLE>

-18-
<PAGE>

Touchstone Tax-Free Trust
- -------------------------
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4094
Nationwide (Toll-Free) 800-543-8721
Cincinnati 513-629-2000

Investment Adviser
- ------------------
Touchstone Advisors, Inc.
311 Pike Street
Cincinnati, Ohio 45202

Sub-Adviser
- -----------
Fort Washington Investment Advisors, Inc.
420 East Fourth Street
Cincinnati, Ohio 45202

Transfer Agent
- --------------
Integrated Fund Services, Inc.
P.O. Box 5354
Cincinnati, Ohio 45201-5354

Shareholder Service
- -------------------
Nationwide: (Toll-Free) 800-543-0407
Cincinnati: 513-629-2050

-19-
<PAGE>

Information about the Fund (including the SAI) can be reviewed and copied at the
Securities and Exchange Commission's public reference room in Washington, D.C.
Information about the operation of the public reference room can be obtained by
calling the Commission at 1-800-SEC-0330. Reports and other information about
the Fund are available on the Commission's Interne site at http://www.sec.gov.
Copies of information on the Commission's Interne site can be obtained for a fee
by writing to: Securities and Exchange Commission, Public Reference Section,
Washington, D.C. 20549-6009.

File No. 811-3174

-20-
<PAGE>

TOUCHSTONE TAX-FREE TRUST
-------------------------

STATEMENT OF ADDITIONAL INFORMATION
-----------------------------------

November 1, 1999
(Revised May 10, 2000)

Tax-Free Money Fund
Tax-Free Intermediate Term Fund
Ohio Insured Tax-Free 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 in conjunction with the Prospectus of the applicable Fund of Touchstone
Tax-Free Trust dated November 1, 1999 (Revised May 10, 2000). A copy of a Fund's
Prospectus can be obtained by writing the Trust at 312 Walnut Street, 21st
Floor, Cincinnati, Ohio 45202-4094, or by calling the Trust nationwide toll-free
800-543-0407, in Cincinnati 629-2050.

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
-----------------------------------

Touchstone Tax-Free Trust
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4094

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

THE TRUST......................................................................3
MUNICIPAL OBLIGATIONS..........................................................5
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 ADVISER AND THE SUB-ADVISER....................................28
THE UNDERWRITER...............................................................30
DISTRIBUTION PLANS............................................................31
SECURITIES TRANSACTIONS.......................................................33
PORTFOLIO TURNOVER............................................................35
CALCULATION OF SHARE PRICE AND PUBLIC OFFERING PRICE..........................35
OTHER PURCHASE INFORMATION....................................................38
TAXES.........................................................................40
REDEMPTION IN KIND............................................................42
HISTORICAL PERFORMANCE INFORMATION............................................43
PRINCIPAL SECURITY HOLDERS....................................................47
CUSTODIAN.....................................................................48
AUDITORS......................................................................49
TRANSFER AGENT................................................................49
TAX EQUIVALENT YIELD TABLES...................................................50
ANNUAL REPORT.................................................................51

2
<PAGE>

THE TRUST
- ---------

Touchstone Tax-Free Trust (the "Trust"), formerly Countrywide Tax-Free
Trust and Midwest Group 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 objective(s) 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 such 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

3
<PAGE>

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.

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.

4
<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.

5
<PAGE>

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.

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

6
<PAGE>

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.

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 Adviser 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

7
<PAGE>

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.

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 Adviser,
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 Adviser 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 Adviser 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.

8
<PAGE>

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
Adviser, 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.

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
Adviser 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 Adviser, under the direction of the Board of Trustees, to be
liquid. In determining the liquidity of such obligations, the Adviser will
consider such factors as (1) the

9
<PAGE>

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 Adviser, under the
direction of the Board of Trustees, including an assessment of the likelihood
that the lease will not be cancelled.

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 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 Tax-Free Money Fund, the Ohio
Tax-Free Money Fund, the California Tax-Free Money Fund and the Florida Tax-Free
Money Fund 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 Adviser 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

10
<PAGE>

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.

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.

11
<PAGE>

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.

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 Adviser to appraise

12
<PAGE>

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.

Any Municipal Obligation which depends on the credit of the U.S. Government
(e.g. project notes) will be considered by the Adviser 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 Adviser, 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 Prospectuses (see "Investment Objectives, Investment Strategies
and Related Risks") 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

13
<PAGE>

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 Adviser, 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.

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

14
<PAGE>

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.

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
Adviser 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

15
<PAGE>

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 Adviser or any affiliated person of the Trust or an
affiliated person of the Adviser 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.

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.

16
<PAGE>

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).

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 Adviser 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.

17
<PAGE>

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.

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 Adviser, 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.

18
<PAGE>

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.

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.

19
<PAGE>

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.

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

20
<PAGE>

mortgage, pledge or hypothecate more than 10% of the value of its total assets
in connection with borrowings.

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.

21
<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.

22
<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 Adviser 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.

23
<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 sixteen years, holding a 42% share of the market in 1997. MBIA's volume of
new issue municipal bonds increased to approximately $44 billion in 1997, as
compared to $37 billion during the previous year. While premium levels in the
municipal market continue to be very competitive, insurers throughout the
industry are diversifying their products by targeting both the asset-based and
the international markets. Although municipal bond insurance remains the
dominant component of MBIA's written and earned premiums, the company further
expanded its asset-backed business in 1998 with the acquisition of CapMAC
Holdings Inc. 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, 1997 represents 2.3% of
its total insured portfolio. MBIA continues to successfully position itself for
continued growth and diversification without a material negative impact on its
overall consolidated risk profile. 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 held a 24% share
of the municipal bond market in 1997, down from 29% the previous year, as
management was not willing to follow downward pricing trends to maintain its
share of the market. AMBAC has historically taken a very conservative approach
to the bond insurance business, beyond simply underwriting, to a zero-loss
philosophy. Management remains committed to investment-grade underwriting and
risk management, not only for its bond insurance business, but for all of its
products. 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. 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 asset-based
insurance sector now accounts for 35% of its net par written. AMBAC is entirely
owned by public shareholders.

24
<PAGE>

FGIC is 99% owned by General Electric Capital Services and 1% owned by
Sumitomo Marine & Fire Insurance Co. Ltd. FGIC remains committed to
investment-grade, zero-loss 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 such as general obligations, tax-backed, water,
sewer and transportation sectors. Although the company posted a 49.7% increase
in net par written in 1997, net premiums written only rose 12.7%. The lower
growth rate of net premiums written compared to net par written is the result of
pricing declines in FGIC's targeted sectors, which represent the most
competitively priced sectors. Without pressure from its parent to provide ever
increasing returns, FGIC has little incentive to expand into the riskier sectors
of the municipal market and therefore continues to focus on the lower-risk
sectors that provide stable earnings.

FSA continues to expand its presence in the municipal bond market with a
15% market share in 1997, up from a 5% market share in 1995. While FSA's roots
are in the asset-based insurance sector, it no longer is the perennial market
share leader in this market, although it remains a major player. From a total
portfolio perspective, municipal insurance in force has surpassed the insured
asset-backed portfolio. Municipal net par now represents 63% of the total par
book of business with asset-backed net exposure declining to about 37%. The
company's quality and risk management measurements are generally equal to or
slightly better than most industry averages and it continues to predominately
seek investment-grade underwriting. FSA's capital adequacy margin of safety,
currently in the 1.5x - 1.6x range is above the industry average of 1.3x - 1.4x
and management has indicated that it intends for the near-term to maintain its
current margin of safety. Notwithstanding its underwriting conservatism, FSA's
earnings measurements have exhibited recent improvement due to increased
municipal bond market share, lower capital charges and economy of scale
improvements. During the year ended December 31, 1997, net premiums written by
FSA increased 43%.

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 mutual funds for the fiscal year ended June 30, 1999.
Messrs. Coleman, Cox, Schwab, Stautberg and Ms. McGruder began serving as
Trustees on October 29, 1999. Each Trustee who is an "interested person" of the
Trust, as defined by the Investment Company Act of 1940, is indicated by an
asterisk. Each of the Trustees is also a Trustee of Touchstone Investment Trust
and Touchstone Strategic Trust.

25
<PAGE>

<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION
COMPENSATION FROM
POSITION FROM TOUCHSTONE
NAME AGE HELD TRUST COMPLEX(1)
- ---- --- ---- ----- ----------
<S> <C> <C> <C> <C>
William O. Coleman 70 Trustee $ 0 $ 0
Phillip R. Cox 52 Trustee 0 0
+H. Jerome Lerner 61 Trustee 4,000 12,000
*Robert H. Leshner 60 President/Trustee 0 0
*Jill T. McGruder 44 Trustee 0 0
+Oscar P. Robertson 60 Trustee 4,000 12,000
+Nelson Schwab, Jr. 81 Trustee 0 0
+Robert E. Stautberg 65 Trustee 0 0
+Joseph S. Stern, Jr. 81 Trustee 0 0
Maryellen Peretzky 47 Vice President 0 0
Tina D. Hosking 31 Secretary 0 0
Theresa M. Samocki 29 Treasurer 0 0
</TABLE>

(1) The Touchstone complex of mutual funds consists of six series of the
Trust, six series of Touchstone Investment Trust and four series of
Touchstone Strategic Trust.

* Ms. McGruder, as President, Chief Executive Officer and a Director of
Touchstone Advisors, Inc. and Touchstone Securities, Inc., and Mr.
Leshner, as an employee of Fort Washington Investment Advisors, Inc.,
are each an "interested person" of the Trust within the meaning of
Section 2(a)(19) of the Investment Company Act of 1940.

+ Member of Audit Committee.

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

WILLIAM O. COLEMAN, 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 and a trustee of Touchstone
Series Trust and Touchstone Variable Series Trust (registered investment
companies).

PHILLIP R. COX, 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.,
PNC Bank N.A. and Cinergy Corporation. He is also a trustee of Touchstone Series
Trust and Touchstone Variable Series Trust.

26
<PAGE>

H. JEROME LERNER, 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, 312 Walnut Street, Cincinnati, Ohio, is President, Chief
Executive Officer and a director of Fort Washington Brokerage Services, Inc. (a
registered broker-dealer). He is also President of Touchstone Strategic Trust
and Touchstone Investment Trust.

JILL T. McGRUDER, 311 Pike Street, Cincinnati, Ohio, is President, Chief
Executive Officer and a director of IFS Financial Services, Inc. (a holding
company), Touchstone Advisors, Inc. (a registered investment adviser) and
Touchstone Securities, Inc. (a registered broker-dealer). She is a Senior Vice
President of The Western-Southern Life Insurance Company and a director of
Capital Analysts Incorporated (a registered investment adviser and
broker-dealer), CFIS, Inc. (a holding company), Fort Washington Brokerage
Services, Inc., IFS Fund Distributors, Inc. (a registered broker-dealer) and
Integrated Fund Services, Inc. (a registered transfer agent). She is also
President and a director of IFS Agency Services, Inc. and IFS Insurance Agency,
Inc. (insurance agencies). 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, 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., 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. He is also a trustee
of Touchstone Series Trust and Touchstone Variable Series Trust.

ROBERT E. STAUTBERG, 4815 Drake Road, Cincinnati, Ohio, is a retired
partner and director of KPMG Peat Marwick LLP. He is Chairman of the Board of
Trustees of Good Samaritan Hospital and a trustee of Touchstone Series Trust and
Touchstone Variable Series Trust.

JOSEPH S. STERN, JR., 3 Grandin Place, Cincinnati, Ohio, is a retired
Professor Emeritus of the University of Cincinnati College of Business. He is
also a Trustee of Touchstone Series Trust and Touchstone Variable Series Trust.

TINA D. HOSKING, 312 Walnut Street, Cincinnati, Ohio, is Associate General
Counsel and Vice President of Integrated Fund Services, Inc. and IFS Fund
Distributors, Inc. She is also Secretary of Touchstone Investment Trust and
Touchstone Strategic Trust.

27
<PAGE>

THERESA M. SAMOCKI, 312 Walnut Street, Cincinnati, Ohio, is Vice
President-Fund Accounting of Integrated Fund Services, Inc. and IFS Fund
Distributors, Inc. She is also Treasurer of Touchstone Investment Trust and
Touchstone Strategic 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 ADVISER AND THE SUB-ADVISER
- ------------------------------------------

THE INVESTMENT ADVISER. Touchstone Advisors, Inc. (the "Adviser"), is the
Funds' investment manager. The Adviser 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 Adviser because of her position
as President and Director of the Adviser. Mr. Leshner may be deemed to be an
affiliate of the Adviser because of his employment with Fort Washington
Investment Advisors, Inc., a Fund Sub-Adviser. Ms. McGruder and Mr. Leshner, by
reason of such affiliations may directly or indirectly receive benefits from the
advisory fees paid to the Adviser.

Under the terms of the investment advisory agreements between the Trust and
the Adviser, the Adviser appoints and supervises each Fund's Sub-Adviser,
reviews and evaluates the performance of a Fund Sub-Adviser and determines
whether or not a Fund's Sub-Adviser should be replaced. The Adviser furnishes at
its own expense all facilities and personnel necessary in connection with
providing these services. Each Fund pays the Adviser a fee computed and accrued
daily and paid monthly at an annual rate of 0.50% of its average daily net
assets up to $100 million, .45% of such assets from $100 million to $200
million, .4% of such assets from $200 million to $300 million and .375% of
assets in excess of $300 million.

Prior to May 1, 2000, Countrywide Investments, Inc. (the "Predecessor
Adviser") was the investment adviser for the Funds. Set forth below are the
advisory fees paid by the Funds to the Predecessor Adviser during the fiscal
years ended June 30, 1999, 1998 and 1997.

1999 1998 1997
---- ---- ----
Tax-Free Money Fund(1) $ 143,015 150,790 149,097
Tax-Free Intermediate Term Fund 271,849 302,947 343,509
Ohio Insured Tax-Free Fund(2) 353,019 378,345 393,579
Ohio Tax-Free Money Fund(3) 1,597,319 1,421,029 1,181,638
California Tax-Free Money Fund 278,310 210,813 200,103
Florida Tax-Free Money Fund(4) 285,704 276,608 234,628

(1) The Predecessor Adviser voluntarily waived $17,332 of its fees for the
fiscal year ended June 30, 1999 in order to reduce the operating expenses
of the Fund.
(2) The Predecessor Adviser voluntarily 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.

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<PAGE>

(3) The Predecessor Adviser voluntarily waived $51,659, $46,680 and $54,672 of
its fees for the fiscal years ended June 30, 1999, 1998 and 1997,
respectively and reimbursed the Fund for $7,979 and $9,148 of Class B
expenses for the fiscal years ended June 30, 1998 and 1997, respectively,
in order to reduce the operating expenses of the Fund.

(4) The Predecessor Adviser voluntarily waived $124,338, $107,645 and $87,852
of its fees for the fiscal years ended June 30, 1999, 1998 and 1997,
respectively, and reimbursed the Fund for $7,114 and $18,259 of Class B
expenses for the fiscal years ended June 30, 1998 and 1997, respectively,
in order to reduce the operating expenses of the Fund.

The Funds are responsible for the payment of all expenses incurred in
connection with the organization, registration of shares and operations of the
Funds, including such extraordinary or non-recurring expenses as may arise, such
as litigation to which the Trust may be a party. The Funds may have an
obligation to indemnify the Trust's officers and Trustees with respect to such
litigation, except in instances of willful misfeasance, bad faith, gross
negligence or reckless disregard by such officers and Trustees in the
performance of their duties. The compensation and expenses of any officer,
Trustee or employee of the Trust who is an officer, director or employee of the
Adviser are paid by the Adviser.

By their terms, the Funds' investment advisory agreements 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 agreements 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 Adviser. The investment advisory agreements automatically
terminate in the event of their assignment, as defined by the Investment Company
Act of 1940 and the rules thereunder.

THE SUB-ADVISER. The Adviser has retained Fort Washington Investment
Advisors, Inc. (the "Sub-Adviser") to serve as the discretionary portfolio
manager of each Fund. The Sub-Adviser 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 Adviser. The Sub-Adviser receives a
fee from the Adviser which is paid monthly at an annual rate of 0.20% of the
average daily net assets of the Tax-Free Intermediate Term Fund and the Ohio
Insured Tax-Free Fund and 0.15% of the average daily net assets 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 services provided by the Sub-Adviser are paid for wholly by the
Adviser. The compensation of any officer, director or employee of the
Sub-Adviser who is rendering services to a Fund is paid by the Sub-Adviser.

29
<PAGE>

The employment of the Sub-Adviser 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) by 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-Adviser 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 Adviser,
or by the Sub-Adviser. Each Sub-Advisory Agreement will automatically terminate
in the event of its assignment, as defined by the 1940 Act and the rules
thereunder.

THE UNDERWRITER
- ---------------

Touchstone Securities, Inc. (the "Underwriter") is the principal
underwriter of the Funds and, as such, the exclusive agent for distribution of
shares of the Funds. The Underwriter is a affiliate of the Adviser by reason of
common ownership. The Adviser 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.

The Underwriter currently allows concessions to dealers who sell shares of
the Tax-Free Intermediate Term Fund and the Ohio Insured Tax-Free Fund. The
Underwriter 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. Prior to May 1, 2000, the Predecessor Adviser served as the principal
underwriter of the Funds. 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 Predecessor Adviser 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 Predecessor Adviser 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 Predecessor Adviser
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 Predecessor Adviser 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. For the
fiscal year ended June 30, 1997, the aggregate underwriting commissions on sales
of the Tax-Free Intermediate Term Fund's shares were $75,551 of which the
Predecessor Adviser paid $70,274 to unaffiliated broker-dealers in the selling
network, earned $1,550 as a broker-dealer in the selling network and retained
$3,727 in underwriting commissions. For the fiscal year ended June 30, 1997, the
aggregate underwriting and broker commissions on sales of the Ohio Insured
Tax-Free Fund's

30
<PAGE>

shares were $128,695 of which the Predecessor Adviser paid $114,282 to
unaffiliated dealers in the selling network, earned $3,906 as a broker-dealer in
the selling network and retained $10,507 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, 1999, the Predecessor Adviser 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 Predecessor Adviser
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. For the fiscal year ended June 30, 1997, the
Predecessor Adviser retained $5,958 and $1,441 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.

The Funds may compensate dealers, including the Underwriter 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 -- As stated in the Prospectus, 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 each Fund to pay for expenses incurred in the
distribution and promotion of the Funds' 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 the Underwriter. 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 and the Florida Tax-Free
Money Fund and .25% of the average daily net assets of the Class A shares of 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. Unreimbursed
expenses will not be carried over from year to year.

For the fiscal year ended June 30, 1999, 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 $1,718, $42,341, $8,559,
$501,001, $27,528 and $42,826, respectively. Amounts were spent as follows:

31
<PAGE>

<TABLE>
<CAPTION>
MF ITF OIF OMF CMF FMF
-- --- --- --- --- ---
Printing and mailing
of prospectuses and
reports to prospective
<S> <C> <C> <C> <C> <C> <C>
shareholders . . . . $ 1,718 $ 3,067 $ 4,273 $ 6,377 $ 3,528 $ 2,643
Payments to broker-
dealers and others
for the sale or
retention of assets . -- 39,274 4,286 483,607 24,000 40,183
Other promotional
expenses . . . . . . -- -- -- 11,017 -- --

$ 1,718 $ 42,341 $ 8,559 $ 501,001 $27,528 $42,826
======= ======== ======= ========= ======= =======
</TABLE>

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 the Underwriter
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, 1999, 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 $25,030 and $27,034,
respectively. Amounts were spent as follows:

ITF OIF
--- ---
Printing and mailing of
prospectuses and reports
to prospective shareholders . . . . . . $ 304 $ 320
Payments to broker-dealers and
others for the sale or
retention of assets . . . . . . . . . . 24,726 26,714
------- -------
$25,030 $27,034
======= =======

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<PAGE>

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 the Adviser 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.

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.

33
<PAGE>

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-Adviser and are subject to review by the Board of
Trustees of the Trust. In the purchase and sale of portfolio securities, the
Sub-Adviser seeks best execution for the Funds, taking into account such factors
as price (including the applicable brokerage commission or dealer spread), the
execution capability, financial responsibility and responsiveness of the broker
or dealer and the brokerage and research services provided by the broker or
dealer. The Sub-Adviser generally seeks favorable prices and commission rates
that are reasonable in relation to the benefits received.

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-Adviser is specifically authorized to select brokers who also
provide brokerage and research services to the Funds and/or other accounts over
which the Sub-Adviser exercises investment discretion and to pay such brokers a
commission in excess of the commission another broker would charge if the
Sub-Adviser 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-Adviser'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-Adviser, 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-Adviser in servicing all of its accounts and not all such
services may be used by the Sub-Adviser 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 Adviser, the Sub-Adviser and
other affiliates of the Trust, the Adviser or the Sub-Adviser 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 the
Adviser, the Sub-Adviser or their affiliates, 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

34
<PAGE>

arrangements with other brokerage firms, brokerage business may be transacted
from time to time with other firms. Neither the Adviser, Sub-Adviser nor
affiliates of the Trust or the Adviser or the Sub-Adviser will receive
reciprocal brokerage business as a result of the brokerage business transacted
by the Funds with other brokers.

CODE OF ETHICS. The Trust, the Adviser, the Sub-Adviser and the Underwriter have
each adopted a Code of Ethics under Rule 17j-1 of the Investment Company Act of
1940. The Codes significantly restrict the personal investing activities of all
employees and impose additional, more onerous, restrictions on investment
personnel.

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

The Sub-Adviser intends to hold the portfolio securities 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 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-Adviser's evaluation of an issuer's ability to meet its debt
obligations in the future. A security may be sold and another purchased when, in
the opinion of the Sub-Adviser, 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-Adviser 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.

CALCULATION OF SHARE PRICE AND PUBLIC OFFERING PRICE
- ----------------------------------------------------

The share price (net asset value) of the shares 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 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 (net asset value)
and the public offering price (net asset value 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,

35
<PAGE>

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 net asset value might be materially
affected. For a description of the methods used to determine the share price and
the public offering price, see "Calculation of Share Price and Public Offering
Price" in the Prospectus.

Pursuant to Rule 2a-7 promulgated under the Investment Company Act of 1940,
the Tax-Free Money Fund, the Ohio Tax-Free Money Fund, the California Tax-Free
Money Fund and the Florida Tax-Free Money Fund each 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 the Tax-Free Money Fund, the Ohio Tax-Free Money
Fund, the California Tax-Free Money Fund or the Florida Tax-Free Money 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 Tax-Free Money Fund, the Ohio Tax-Free Money Fund, the California Tax-Free
Money Fund and the Florida Tax-Free Money Fund.

Pursuant to Rule 2a-7, the Tax-Free Money Fund, the Ohio Tax-Free Money
Fund, the California Tax-Free Money Fund and the Florida Tax-Free Money Fund
each maintain a dollar-weighted average portfolio maturity of 90 days or less,
purchase only securities having remaining maturities of thirteen months or less
and invest 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 the Tax-Free Money Fund, the Ohio Tax-Free Money Fund, the
California Tax-Free Money Fund or the Florida Tax-Free Money 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.

36
<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 Adviser,
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
Adviser, 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 Tax-Free Money Fund,
the Ohio Tax-Free Money Fund, the California Tax-Free Money Fund and the Florida
Tax-Free Money Fund 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 the Tax-Free Money Fund, the
Ohio Tax-Free Money Fund, the California Tax-Free Money Fund or the Florida
Tax-Free Money Fund would receive if it sold the instrument. During periods of
declining interest rates, the daily yield on shares of each 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 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.

37
<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 Adviser's opinion, the valuation provided by the pricing service
ignores certain market conditions affecting the value of a security, the Adviser
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 Adviser 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.

Since 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.

OTHER PURCHASE INFORMATION
- --------------------------

The Prospectus describes generally how to purchase shares of the Funds.
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.

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<PAGE>

RIGHT OF ACCUMULATION. A purchaser of Class A shares of the Tax-Free
Intermediate Term Fund and the Ohio Insured Tax-Free 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 the Adviser with the amount of
his current purchases in order to take advantage of the reduced sales loads set
forth in the tables 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.

LETTER OF INTENT. The reduced sales loads set forth in the tables in the
Prospectus may also be available to any purchaser of Class A shares of the
Tax-Free Intermediate Term Fund and the Ohio Insured Tax-Free 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 the
Adviser 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.

PURCHASER. A purchaser includes an individual, his spouse and their
children under the age of 21, 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.

OTHER INFORMATION. The Trust does not impose a front-end sales load or
imposes a reduced sales load in connection with purchases of Class A shares of
the Tax-Free Intermediate Term Fund and the Ohio Insured Tax-Free Fund made
under the reinvestment privilege or the

39
<PAGE>

purchases described in the "Reduced Sales Load," "Purchases at Net Asset Value"
or "How to Exchange Shares" sections in the Prospectus because such purchases
require minimal sales effort by the Adviser.

Employees, shareholders and customers of Countrywide Credit Industries,
Inc. or any affiliated company, including members of the immediate families of
such individuals and employee benefit plans established by such entities, and
directors, officers or other employees (and their immediate family members) of
The Western and Southern Life Insurance Company or any of its affiliates, or any
portfolio adviser or service provider to the Trust, may also purchase Class A
shares of the Funds at net asset value. Purchases made at net asset value may be
made for investment only, and the shares may not be resold except through
redemption by or on behalf of the Trust.

Employees, shareholders or customers of Countrywide Credit Industries, Inc.
or any affiliated company, including members of the immediate families of such
individuals and employee benefit plans established by such entities, and
directors, officers or other employees (and their immediate family members) of
The Western and Southern Life Insurance Company or any of its affiliates, or any
portfolio adviser or service provider to the Trust, may open an account for $50,
which is less than the minimum amount required for regular accounts.

With respect to Funds that offer checking, there is no charge for any
checks written by employees, shareholders and customers (including members of
their immediate family) of Countrywide Credit Industries, Inc. or any of its
affiliates, and directors, officers or other employees (and their immediate
family members) of The Western and Southern Life Insurance Company or any of its
affiliates, or any portfolio adviser or service provider to the Trust.

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

40
<PAGE>

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.

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

41
<PAGE>

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 the funds of the Touchstone Family of Funds. 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.

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, 1999, the Tax-Free Intermediate Term Fund
had capital loss carryforwards for federal income tax purposes of $361,822 which
expires on June 30, 2004.

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

42
<PAGE>

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.

HISTORICAL PERFORMANCE INFORMATION
- ----------------------------------

Yield quotations on investments in the Tax-Free Money Fund, the Ohio
Tax-Free Money Fund, the California Tax-Free Money Fund and the Florida Tax-Free
Money Fund 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 Tax-Free Money Fund, the Ohio Tax-Free Money Fund, the
California Tax-Free Money Fund and the Florida Tax-Free Money Fund 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, 1999 were 2.86% and 2.90%, respectively. The Ohio
Tax-Free Money Fund's current and effective yields for the seven days ended June
30, 1999 were 2.87% and 2.91%, respectively, for Class A shares and 3.12% and
3.17%, respectively, for Class B shares. The California Tax-Free Money Fund's
current and effective yields for the seven days ended June 30, 1999 were 2.82%
and 2.86%, respectively. The Florida Tax-Free Money Fund's current and effective
yields for the seven days ended June 30, 1999 were 3.01% and 3.05%,
respectively, for Class A shares. The Tax-Free Money Fund, the Ohio Tax-Free
Money Fund, the California Tax-Free Money Fund and the Florida Tax-Free Money
Fund 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,
1999 were 4.74% and 4.80%, 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, 1999 were 5.14% and 5.21%, respectively, for Class A shares and
5.58% and 5.67%, 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, 1999 were 5.15% and 5.22%, 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, 1999 were 4.98% and 5.05%, respectively, for Class
A shares.

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<PAGE>

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:
n
P (1 + T) = 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, 1999
are as follows:

TAX-FREE INTERMEDIATE TERM FUND (CLASS A)
- -----------------------------------------
1 year 0.03%
5 years 4.52%
10 years 5.73%

TAX-FREE INTERMEDIATE TERM FUND (CLASS C)
- -----------------------------------------
1 year 1.40%
5 years 4.30%
Since inception (February 1, 1994) 3.30%

OHIO INSURED TAX-FREE FUND (CLASS A)
- ------------------------------------
1 year -2.27%
5 years 4.92%
10 years 6.09%

OHIO INSURED TAX-FREE FUND (CLASS C)
- ------------------------------------
1 year 1.05%
5 years 5.11%
Since inception (November 1, 1993) 3.75%

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

44
<PAGE>

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:

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, 1990 6.35% 5.53%
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%

(1) From date of initial public offering on February 1, 1994.
(2) From date of initial public offering on November 1, 1993.

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, 1999 are as follows:

TAX-FREE INTERMEDIATE TERM FUND (CLASS A)
- -----------------------------------------
1 Year 2.07%
3 Years 4.61%
5 Years 4.94%
10 Years 5.94%
Since inception (September 10, 1981) 6.17%

OHIO INSURED TAX-FREE FUND (CLASS A)
- ------------------------------------
1 Year 1.81%
3 Years 5.37%
5 Years 5.78%
10 Years 6.52%
Since inception (April 1, 1985) 7.56%

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<PAGE>

A nonstandardized quotation of total return will always be accompanied by the
Fund's average annual total return as described above.

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:

6
Yield = 2[(a-b/cd + 1) - 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 1999 were 4.06% and 3.39%, respectively. The yields of Class
A and Class C shares of the Ohio Insured Tax-Free Fund for June 1999 were 4.67%
and 4.11%, 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 1999 were 6.72% and 5.61%,
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 1999 were 8.36% and 7.36%,
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

46
<PAGE>

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:

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.

PRINCIPAL SECURITY HOLDERS
- --------------------------

As of August 13, 1999, The Fifth Third Bank Trust Department, 38 Fountain
Square Plaza, Cincinnati, Ohio, owned of record 35.30% of the Trust's
outstanding shares, including 89.57% of the outstanding Class B shares of the
Ohio Tax-Free Money Fund and 65.97% of the outstanding Class B shares of the
Florida Tax-Free Money Fund. The Fifth Third Bank may be deemed to control the
Trust, the Ohio Tax-Free Money Fund and the Florida Tax-Free Money Fund by
virtue of the fact that it owned of record more than 25% of such shares as of
such date. As of August 13, 1999, BHC Securities, Inc., 2005 Market Street,
Philadelphia, Pennsylvania owned of record 33.80% of the outstanding Class A
shares of the Ohio Tax-Free Money Fund and 5.49% of the outstanding Class C
shares of the Ohio Insured Tax-Free Fund. BHC Securities, Inc. may be deemed to
control the Class A shares of the Ohio Tax-Free Money Fund

47
<PAGE>

by virtue of the fact that it owned of record more than 25% of such shares as of
such date. As of August 13, 1999, Wachovia Investments, Inc., P.O. Box 110,
Winston Salem, North Carolina owned of record 56.46% of the outstanding Class A
shares of the Florida Tax-Free Money Fund. Wachovia Investments, Inc. may be
deemed to control the Class A shares of the Florida Tax-Free Money Fund by
virtue of the fact that it owned of record more than 25% of such shares on such
date. For purposes of voting on matters submitted to shareholders, any person
who owns more than 50% of the outstanding shares of a Fund generally would be
able to cast the deciding vote on such matters.

As of August 13, 1999, National Investor Services Corp. FBO The Exclusive
Benefit of its Customers, 55 Water Street, New York, New York owned of record
10.83% of the outstanding shares of the Tax-Free Money Fund and 21.59% of the
outstanding Class B shares of the Florida Tax-Free Money Fund; Edward A. Striker
and Carol A. Striker, 9711 Bennington Drive, Cincinnati, Ohio owned of record
5.99% of the outstanding shares of the Tax-Free Money Fund; David Tondow Jr. and
Margaret L. Tondow, 2937 Alpine Terrace, Cincinnati, Ohio owned of record 5.25%
of the outstanding shares of the Tax-Free Money Fund; Merrill Lynch, Pierce,
Fenner & Smith Incorporated, For the Sole Benefit of Its Customers, 4800 Deer
Lake Drive East, Jacksonville, Florida owned of record 5.30% of the outstanding
Class A shares of the Tax-Free Intermediate Term Fund; Deborah L. Lontor, 584
Lindford Drive, Bay Village, Ohio owned of record 6.15% of the outstanding Class
C shares of the Tax-Free Intermediate Term Fund; Regina M. Gray, 18442 Piers End
Drive, Noblesville, Indiana owned of record 7.60% of the outstanding Class C
shares of the Tax-Free Intermediate Term Fund; PaineWebber FBO Leland Brubaker
Trustee, 4229 Westleton Court, Columbus, Ohio owned of record 6.03% of the
outstanding Class C shares of the Ohio Insured Tax-Free Fund; Jerry Bach, 9055
Shawnee Run Road, Cincinnati, Ohio owned of record 7.13% of the outstanding
Class A shares of the Ohio Tax-Free Money Fund; Joseph H. Kanter, 9792 Windisch
Road, West Chester, Ohio owned of record 7.10% of the outstanding Class A shares
of the Florida Tax-Free Money Fund; Milton R. Psaty Trustee, The Milton Psaty
Revocable Living Trust, 2580 S. Ocean Boulevard, Palm Beach, Florida owned of
record 6.72% of the outstanding Class A shares of the Florida Tax-Free Money
Fund; and Bode Finn Limited Partnership, P.O. Box 83250, Columbus, Ohio owned of
record 7.94% of the outstanding Class B shares of the Florida Tax-Free Money
Fund.

As of August 13, 1999, the Trustees and officers of the Trust as a group
owned of record and beneficially 3.09% of the outstanding shares of the
California Tax-Free Money Fund. As of the same date, the Trustees and officers
owned of record or beneficially less than 1% of the outstanding shares of the
Trust and of each other Fund.

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

48
<PAGE>

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.

AUDITORS
- --------

The firm of Ernst & Young LLP has been selected as independent auditors for
the Trust for the fiscal year ending June 30, 2000. Ernst & Young LLP, 250 East
Fifth Street, Cincinnati, Ohio, performs an annual audit of the Trust's
financial statements and advises the Funds as to certain accounting matters.

TRANSFER AGENT
- --------------

The Trust's transfer agent, Integrated Fund Services, Inc. ("Integrated"),
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. Integrated is an affiliate of the Adviser,
the Sub-Adviser and the Underwriter by reason of common ownership. Integrated
receives for its services as transfer agent a fee payable monthly at an annual
rate of $25 per account from 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 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.

Integrated 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 Integrated to perform its duties, the
Tax-Free Money Fund and the California Tax-Free Money Fund each pay Integrated 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*

49
<PAGE>

The Tax-Free Intermediate Term Fund, the Ohio Insured Tax-Free Fund, the Ohio
Tax-Free Money Fund and the Florida Tax-Free Money Fund each pay Integrated 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.

Integrated is retained by the Adviser to assist the Adviser in providing
administrative services to the Funds. In this capacity, Integrated supplies
non-investment related statistical and research data, internal regulatory
compliance services and executive and administrative services. Integrated
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, Integrated receives a fee from
the Adviser. The Adviser is solely responsible for the payment of these
administrative fees to Integrated, and Integrated has agreed to seek payment of
such fees solely from the Adviser.

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 1999 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 1999
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 1999 income tax rates.
Where more than one state bracket falls within a federal bracket, the highest
state tax bracket has been combined with the

50
<PAGE>

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.

51
<PAGE>

ANNUAL REPORT

The Funds' financial statements as of June 30, 1999 appear in the Trust's
annual report which is attached to this Statement of Additional Information.

52
<PAGE>

<TABLE>
<CAPTION>
TAX-FREE MONEY FUND, TAX-FREE INTERMEDIATE TERM FUND AND FLORIDA TAX-FREE MONEY FUND
- ------------------------------------------------------------------------------------
Taxable Income Tax-Exempt Yield
Single Joint 3.0% 3.5% 4.0% 4.5% 5.0% 5.5%
Return Return Federal
Tax Bracket Tax Equivalent Yield
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Not Over $ 25,750 Not Over $ 43,050 15% 3.53% 4.12% 4.71% 5.29% 5.88% 6.47%
$ 25,750-$ 62,450 $ 43,050-$104,050 28% 4.17 4.86 5.56 6.25 6.94 7.64
$ 62,450-$130,250 $104,050-$158,550 31% 4.35 5.07 5.80 6.52 7.25 7.97
$130,250-$283,150 $158,550-$283,150 36% 4.69 5.47 6.25 7.03 7.81 8.59
Over $283,150 Over $283,150 39.6% 4.97 5.79 6.62 7.45 8.28 9.11

<CAPTION>
OHIO INSURED TAX-FREE FUND AND OHIO TAX-FREE MONEY FUND
- -------------------------------------------------------
Taxable Income Tax-Exempt Yield
Combined
Single Joint Ohio and 3.0% 3.5% 4.0% 4.5% 5.0% 5.5%
Return Return Federal
Tax Bracket Tax Equivalent Yield
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Not Over $25,750 Not Over $ 43,050 18.788% 3.69% 4.31% 4.93% 5.54% 6.16% 6.77%
$ 25,750-$ 62,450 $ 43,050 $104,050 31.745% 4.40 5.13 5.86 6.59 7.33 8.06
$ 62,450-$130,250 $104,050-$158,550 35.761% 4.67 5.45 6.23 7.01 7.78 8.56
$130,250-$283,150 $158,550-$283,150 40.800% 5.07 5.91 6.76 7.60 8.45 9.29
Over $283,150 Over $283,150 44.130% 5.37 6.26 7.16 8.05 8.95 9.84

<CAPTION>
CALIFORNIA TAX-FREE MONEY FUND
- ------------------------------
Taxable Income Tax-Exempt Yield
Combined
Single Joint California 3.0% 3.5% 4.0% 4.5% 5.0% 5.5%
Return Return and Federal
Tax Bracket Tax Equivalent Yield
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Not Over $25,750 Not Over $43,050 20.100% 3.75% 4.38% 5.01% 5.63% 6.26% 6.88%
$ 25,750-$ 62,450 $ 43,050-$104,050 34.696% 4.59 5.36 6.13 6.89 7.66 8.42
$ 62,450-$130,250 $104,050-$158,550 37.417% 4.79 5.59 6.39 7.19 7.99 8.79
$130,250-$283,150 $158,550-$283,150 41.952% 5.17 6.03 6.89 7.75 8.61 9.47
Over $283,150 Over $283,150 45.217% 5.48 6.39 7.30 8.21 9.13 10.04
</TABLE>

53
<PAGE>

TAX-FREE MONEY FUND

(Diamond)

CALIFORNIA TAX-FREE MONEY FUND

(Diamond)

OHIO TAX-FREE MONEY FUND

(Diamond)

FLORIDA TAX-FREE MONEY FUND

(Diamond)

TAX-FREE INTERMEDIATE TERM FUND

(Diamond)

OHIO INSURED TAX-FREE FUND

(Diamond)

54
<PAGE>

MANAGEMENT DISCUSSION AND ANALYSIS
- --------------------------------------------------------------------------------
OVERVIEW
The pace of economic activity in the U.S. over the past year remained quite
brisk. Strong employment growth, rising incomes and a relentless stock market
combined to fuel consumer consumption. Inflation remained subdued with the
Consumer Price Index up only 2% for the past fiscal year. The yield curve
steepened during the year with short-term maturities declining in yield, while
yields on bonds with intermediate and long-term maturities increased. During the
quarter ended September 30, 1998, a near meltdown in the emerging markets of
Russia, Asia and Latin America sparked a liquidity crisis in the bond market,
resulting in a "flight to quality" which sent Treasury yields sharply lower.
This caused a dislocation between the Treasury market and other sectors of the
bond market forcing yield spreads to widen dramatically. The Federal Reserve
Board responded by lowering the federal funds rate on three occasions, providing
the liquidity necessary for stability to return to the bond markets.

Interest rates began to rise by the start of 1999 due to improving conditions
overseas and a concern that robust domestic growth would lead to higher
inflation. By mid-year, Treasury yields had increased about 1% and, after
several warnings, the Fed finally raised the federal funds rate by 0.25% to 5%.
The change in municipal yields over the twelve months ended June 30 was
comparable to the change in Treasuries; however, in the second half of the
fiscal year, municipals outperformed Treasuries by a wide margin. Municipal bond
yields were up only about half as much as comparable maturity Treasuries, and
the total returns in most municipal sectors were twice that of the Treasury
market.

TAX-FREE INTERMEDIATE TERM FUND
The Tax-Free Intermediate Term Fund seeks high current income exempt from
federal income tax, consistent with 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, 1999, the Fund's total returns (excluding the impact of
applicable sales loads) were 2.07% and 1.40% for Class A shares and Class C
shares, respectively. The Lehman Brothers 5-Year Municipal G.O. Bond Index
returned 3.42% during the same period.

Our focus in managing the Tax-Free Intermediate Term Fund is to maximize the
tax-free yield while minimizing the share price volatility. This focus can
negatively impact our total return during periods of declining interest rates as
was experienced during the first three quarters of the Fund's fiscal year.
However, during the last quarter, as interest rates increased, the performance
of the Fund improved relative to the comparative Lehman Brothers Index, and
outperformed it after taking the Fund's operating expenses into consideration.
In addition, the Fund outperformed its Lipper peer group for the fiscal year.
Recently, we have made changes that we believe will help to improve the overall
total return of the portfolio. These changes include selling some of the shorter
maturity, higher coupon issues from the portfolio and buying new issues in the
10-year maturity range. The additional yield available in this maturity sector
provides an attractive opportunity for the Fund.

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 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, 1999, the Fund's total returns (excluding the impact of
applicable sales loads) were 1.81% and 1.05% for Class A shares and Class C
shares, respectively. The Lehman Brothers 15-Year Municipal G.O. Bond Index
returned 2.70% during the same period.

Performance of the Ohio Insured Tax-Free Fund for the fiscal year was comparable
to that of the Lehman Brothers 15-year Municipal G.O. Bond Index after factoring
in the associated expenses of the Fund. Over the course of the year, we
initiated several trades in the portfolio to improve the overall structure of
the portfolio. To accomplish this, we sold issues with higher coupons and short
call features and bought new issues with better call protection. Concerning the
purchases, we focused on issues in the 20-year maturity range offering call
protection of at least ten years. These issues provide the best combination of
yield and total return which, we believe, will ultimately improve the total
return potential of the Fund.

<PAGE>

Comparison of the Change in Value since June 30, 1989
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

Tax-Free Intermediate Term Fund
Average Annual Total Returns

1 Year 5 Years 10 Years Since Inception*
Class A 0.03% 4.52% 5.73% 6.05%
Class C 1.40% 4.30% - 3.30%

Lehman Brothers 5-Year Tax-Free Intermediate
Municipal G.O. Bond Index Term Fund - Class A
6/89 10000 9800
10111 9951
10413 10182
10463 10241
6/90 10698 10422
10811 10472
11170 10797
11410 11005
6/91 11610 11191
12022 11515
12425 11779
12415 11835
6/92 12818 12174
13137 12441
13346 12687
13685 13118
6/93 14008 13483
14311 13910
14487 14075
14031 13600
6/94 14219 13711
14334 13789
14286 13663
14866 14257
6/95 15246 14583
15662 14884
15948 15246
16000 15180
6/96 16069 15241
16331 15486
16687 15835
16660 15811
6/97 17076 16184
17450 16486
17771 16764
17979 16905
6/98 18160 17096
18660 17519
18807 17614
19001 17677
6/99 18780 17450

Past performance is not predictive of future performance.

* 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.

<PAGE>
Comparison of the Change in Value since June 30, 1989
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

Ohio Insured Tax-Free Fund
Average Annual Total Returns

1 Year 5 Years 10 Years Since Inception*
Class A -2.27% 4.92% 6.09% 7.26%
Class C 1.05% 5.11% - 3.75%

Lehman Brothers 15-Year Ohio Insured
Municipal G.O. Bond Index Tax-Free Fund - Class A
6/89 10000 9600
9957 9596
10397 9952
10396 9942
6/90 10634 10131
10591 10139
11059 10541
11263 10729
6/91 11484 10939
11954 11340
12328 11701
12394 11694
6/92 12867 12203
13235 12441
13561 12726
14137 13207
6/93 14655 13696
15266 14224
15505 14328
14453 13571
6/94 14659 13639
14719 13663
14461 13558
15677 14452
6/95 16027 14696
16612 15039
17285 15709
17120 15371
6/96 17180 15438
17593 15805
18126 16191
18113 16059
6/97 18870 16574
19517 16975
20070 17356
20335 17511
6/98 20693 17740
21469 18285
21606 18318
21764 18408
6/99 21252 18060

Past performance is not predictive of future performance.

* 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.

6. Countrywide Investments

<PAGE>

STATEMENTS OF ASSETS AND LIABILITIES
JUNE 30, 1999
- --------------------------------------------------------------------------------
California
Tax-Free Tax-Free
(000's) Money Fund Money Fund
- --------------------------------------------------------------------------------

ASSETS
Investment securities:
At acquisition cost $ 24,986 $ 47,809
============================
At amortized cost $ 24,935 $ 47,711
============================
At market value (Note 2) $ 24,935 $ 47,711
Cash 106 119
Interest receivable 208 378
Other assets 9 1
----------------------------
Total assets 25,258 48,209
----------------------------
LIABILITIES
Dividends payable 1 4
Payable for securities purchased -- 201
Payable to affiliates (Note 4) 15 26
Other accrued expenses and liabilities 8 11
----------------------------
Total liabilities 24 242
----------------------------

NET ASSETS $ 25,234 $ 47,967
----------------------------
NET ASSETS CONSIST OF:
Paid-in capital $ 25,231 $ 47,980
Undistributed net investment income 6 --
Accumulated net realized losses from
security transactions (3) (13)
----------------------------
Net assets $ 25,234 $ 47,967
============================

Shares of beneficial interest outstanding (unlimited number of
shares authorized, no par value) (Note 5) 25,242 47,980
============================

Net asset value, offering price and redemption price
per share (Note 2) $ 1.00 $ 1.00
============================

See accompanying notes to financial statements.

Countrywide Investments 7.

<PAGE>

STATEMENTS OF ASSETS AND LIABILITIES
JUNE 30, 1999
- --------------------------------------------------------------------------------
Ohio Florida
Tax-Free Tax-Free
(000's) Money Fund Money Fund
- --------------------------------------------------------------------------------

ASSETS
Investment securities:
At acquisition cost $ 393,693 $ 36,451
============================
At amortized cost $ 393,522 $ 36,379
============================
At market value (Note 2) $ 393,522 $ 36,379
Cash 312 15
Interest receivable 2,753 306
Other assets 12 2
----------------------------
Total assets 396,599 36,702
----------------------------

LIABILITIES
Dividends payable 430 23
Payable for securities purchased 5,113 --
Payable to affiliates (Note 4) 224 12
Other accrued expenses and liabilities 35 12
----------------------------
Total liabilities 5,802 47
----------------------------

NET ASSETS $ 390,797 $ 36,655
============================

NET ASSETS CONSIST OF:
Paid-in capital $ 390,787 $ 36,666
Accumulated net realized gains (losses) from
security transactions 10 (11)
----------------------------
NET ASSETS $ 390,797 $ 36,655
============================

PRICING OF RETAIL SHARES
Net assets applicable to Retail shares $ 214,691 $ 21,371
============================
Shares of beneficial interest outstanding
(unlimited number of shares authorized,
no par value) (Note 5) 214,679 21,375
============================
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 $ 176,106 $ 15,284
============================
Shares of beneficial interest outstanding
(unlimited number of shares authorized,
no par value) (Note 5) 176,108 15,291
============================
Net asset value, offering price and
redemption price per share (Note 2) $ 1.00 $ 1.00
============================

See accompanying notes to financial statements.

8. Countrywide Investments

<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF ASSETS AND LIABILITIES
JUNE 30, 1999
- --------------------------------------------------------------------------------
Tax-Free Ohio Insured
Intermediate Tax-Free
(000's) Term Fund Fund
- --------------------------------------------------------------------------------
ASSETS
Investment securities:
<S> <C> <C>
At acquisition cost $ 52,764 $ 62,029
============================
At amortized cost $ 52,525 $ 61,971
============================
At market value (Note 2) $ 53,176 $ 64,501
Cash 59 86
Interest receivable 891 623
Receivable for capital shares sold 143 25
Receivable for securities sold 491 3,579
Other assets 14 7
----------------------------
Total assets 54,774 68,821
----------------------------
LIABILITIES
Dividends payable 33 72
Payable for capital shares redeemed 130 229
Payable for securities purchased 2,027 990
Payable to affiliates (Note 4) 37 36
Other accrued expenses and liabilities 14 17
----------------------------
Total liabilities 2,241 1,344
----------------------------

NET ASSETS $ 52,533 $ 67,477
============================
NET ASSETS CONSIST OF:
Paid-in capital $ 52,244 $ 65,021
Accumulated net realized losses from
security transactions (362) (74)
Net unrealized appreciation on investments 651 2,530
----------------------------
Net Assets $ 52,533 $ 67,477
============================
PRICING OF CLASS A SHARES
Net assets applicable to Class A shares $ 47,899 $ 62,737
============================
Shares of beneficial interest outstanding (unlimited number of
shares authorized, no par value) (Note 5) 4,405 5,343
============================
Net asset value and redemption price
per share (Note 2) $ 10.87 $ 11.74
============================
Maximum offering price per share (Note 2) $ 11.09 $ 12.23
============================

PRICING OF CLASS C SHARES
Net assets applicable to Class C shares $ 4,634 $ 4,740
============================
Shares of beneficial interest outstanding (unlimited number of
shares authorized, no par value) (Note 5) 426 404
============================
Net asset value, offering price and redemption price
per share (Note 2) $ 10.88 $ 11.74
============================
</TABLE>

See accompanying notes to financial statements.
Countrywide Investments 9.
<PAGE>

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1999
- --------------------------------------------------------------------------------
California
Tax-Free Tax-Free
(000's) Money Fund Money Fund
- --------------------------------------------------------------------------------

INVESTMENT INCOME
Interest income $ 1,037 $ 1,819
----------------------------

EXPENSES
Investment advisory fees (Note 4) 143 278
Accounting services fees (Note 4) 30 36
Transfer agent fees (Note 4) 30 27
Distribution expenses (Note 4) 2 28
Postage and supplies 18 6
Registration fees 16 5
Professional fees 8 9
Custodian fees 7 8
Trustees' fees and expenses 6 6
Pricing expenses 4 4
Insurance expense 3 4
Reports to shareholders 3 2
Other expenses 1 5
----------------------------
TOTAL EXPENSES 271 418
Fees waived by the Adviser (Note 4) ( 17) --
----------------------------
NET EXPENSES 254 418

NET INVESTMENT INCOME 783 1,401
----------------------------

NET REALIZED LOSSES FROM SECURITY TRANSACTIONS (2) ( 12)
----------------------------

NET INCREASE IN NET ASSETS FROM OPERATIONS $ 781 $ 1,389
============================

See accompanying notes to financial statements.

10. Countrywide Investments

<PAGE>

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1999
- --------------------------------------------------------------------------------
Ohio Florida
Tax-Free Tax-Free
(000's) Money Fund Money Fund
- --------------------------------------------------------------------------------
INVESTMENT INCOME
Interest income $ 12,556 $ 1,931
----------------------------

EXPENSES
Investment advisory fees (Note 4) 1,597 286
Distribution expenses, Retail class (Note 4) 501 43
Accounting services fees (Note 4) 73 46
Transfer agent fees, Retail class (Note 4) 74 12
Transfer agent fees, Institutional class (Note 4) 12 12
Custodian fees (Note 4) 32 20
Postage and supplies 38 3
Registration fees 31 8
Professional fees 25 10
Pricing expenses 10 5
Insurance expense 9 5
Trustees' fees and expenses 6 6
Reports to shareholders 7 1
Other expenses 19 2
----------------------------
TOTAL EXPENSES 2,434 459
Fees waived by the Adviser (Note 4) (52) (124)
----------------------------
NET EXPENSES 2,382 335
----------------------------

NET INVESTMENT INCOME 10,174 1,596
----------------------------

NET REALIZED LOSSES FROM SECURITY TRANSACTIONS (3) (11)
----------------------------

NET INCREASE IN NET ASSETS FROM OPERATIONS $ 10,171 $ 1,585
============================

See accompanying notes to financial statements.

Countrywide Investments 11.
<PAGE>

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1999
- --------------------------------------------------------------------------------
Tax-Free Ohio Insured
Intermediate Tax-Free
(000's) Term Fund Fund
- --------------------------------------------------------------------------------

INVESTMENT INCOME
Interest income $ 2,894 $ 3,861
----------------------------

EXPENSES
Investment advisory fees (Note 4) 272 353
Transfer agent fees, Class A (Note 4) 53 33
Transfer agent fees, Class C (Note 4) 12 12
Distribution expenses, Class A (Note 4) 42 9
Distribution expenses, Class C (Note 4) 25 27
Accounting services fees (Note 4) 48 48
Postage and supplies 40 20
Registration fees, Common 4 4
Registration fees, Class A 10 4
Registration fees, Class C 9 2
Pricing expenses 13 14
Custodian fees 14 8
Professional fees 10 11
Reports to shareholders 8 5
Trustees' fees and expenses 6 6
Insurance expense 5 6
Other expenses 3 5
----------------------------
TOTAL EXPENSES 574 567
----------------------------

NET INVESTMENT INCOME 2,320 3,294
----------------------------

REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS
Net realized gains from security transactions 634 353
Net change in unrealized appreciation/depreciation
on investments (1,787) (2,151)
----------------------------

NET REALIZED AND UNREALIZED LOSSES ON INVESTMENTS (1,153) (1,798)
----------------------------

NET INCREASE IN NET ASSETS FROM OPERATIONS $ 1,167 $ 1,496
============================

See accompanying notes to financial statements.

12. Countrywide Investments

<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
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) 1999 1998 1999 1998
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FROM OPERATIONS
Net investment income $ 783 $ 899 $ 1,401 $ 1,220
Net realized gains (losses) from
security transactions (2) -- (12) 2
----------------------------------------------------
Net increase in net assets
from operations 781 899 1,389 1,222
----------------------------------------------------

DISTRIBUTIONS TO SHAREHOLDERS
From net investment income (777) (899) (1,401) (1,220)
----------------------------------------------------

FROM CAPITAL SHARE
TRANSACTIONS (NOTE 5)
Proceeds from shares sold 48,307 63,515 196,122 178,295
Reinvested distributions 751 884 1,332 1,139
Payments for shares redeemed (61,211) (57,142) (190,488) (170,609)
----------------------------------------------------
Net increase (decrease) in net assets
from capital share transactions (12,153) 7,257 6,966 8,825
----------------------------------------------------

TOTAL INCREASE (DECREASE) IN
NET ASSETS (12,149) 7,257 6,954 8,827

NET ASSETS
Beginning of year 37,383 30,126 41,013 32,186
----------------------------------------------------
End of year $ 25,234 $ 37,383 $ 47,967 $ 41,013
====================================================

UNDISTRIBUTED NET
INVESTMENT INCOME $ 6 $ -- $ -- $ --
====================================================

See accompanying notes to financial statements.

Countrywide Investments 13.

<PAGE>

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) 1999 1998 1999 1998
- -----------------------------------------------------------------------------------

FROM OPERATIONS
Net investment income $ 10,174 $ 9,960 $ 1,596 $ 1,737
Net realized gains (losses) from
security transactions (3) 1 (11) 23
----------------------------------------------------
Net increase in net assets
from operations 10,171 9,961 1,585 1,760
----------------------------------------------------

DISTRIBUTIONS TO SHAREHOLDERS
From net investment income,
Retail (5,927) (6,053) (501) (587)
From net investment income,
Institutional (4,247) (3,907) (1,095) (1,150)
From net realized gains,
Retail -- -- (6) --
From net realized gains,
Institutional -- -- (16) --
----------------------------------------------------
Decrease in net assets from
distributions to shareholders (10,174) (9,960) (1,618) (1,737)
----------------------------------------------------

FROM CAPITAL SHARE
TRANSACTIONS (NOTE 5)
RETAIL
Proceeds from shares sold 455,007 443,151 29,958 27,490
Reinvested distributions 5,786 5,971 495 577
Payments for shares redeemed (451,416) (410,527) (23,442) (36,138)
----------------------------------------------------
Net increase (decrease) in net assets
from Retail share transactions 9,377 38,595 7,011 (8,071)
----------------------------------------------------

INSTITUTIONAL
Proceeds from shares sold 459,806 303,525 67,739 129,691
Reinvested distributions 18 2 427 106
Payments for shares redeemed (398,983) (285,849) (102,016) (100,005)
----------------------------------------------------
Net increase (decrease) in net assets
from Institutional
share transactions 60,841 17,678 (33,850) 29,792
----------------------------------------------------

TOTAL INCREASE (DECREASE) IN
NET ASSETS 70,215 56,274 ( 26,872) 21,744

NET ASSETS
Beginning of year 320,582 264,308 63,527 41,783
----------------------------------------------------
End of year $ 390,797 $320,582 $ 36,655 $ 63,527
====================================================

See accompanying notes to financial statements.

14. Countrywide Investments
<PAGE>

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) 1999 1998 1999 1998
- ------------------------------------------------------------------------------------

FROM OPERATIONS
Net investment income $ 2,320 $ 2,689 $ 3,294 $ 3,707
Net realized gains from
security transactions 634 504 353 1,577
Net change in unrealized
appreciation/depreciation
on investments (1,787) 121 (2,151) (19)
----------------------------------------------------
Net increase in net assets
from operations 1,167 3,314 1,496 5,265
----------------------------------------------------

DISTRIBUTIONS TO SHAREHOLDERS
From net investment income,
Class A (2,149) (2,503) (3,095) (3,489)
From net investment income,
Class C (171) (186) (199) (218)
From net realized gains,
Class A -- -- (1,554) (434)
From net realized gains,
Class C -- -- (115) (35)
----------------------------------------------------
Decrease in net assets from
distributions to shareholders (2,320) (2,689) (4,963) (4,176)
----------------------------------------------------
FROM CAPITAL SHARE
TRANSACTIONS (NOTE 5)
CLASS A
Proceeds from shares sold 13,620 12,408 142,439 140,843
Reinvested distributions 1,723 2,009 3,500 2,921
Payments for shares redeemed (19,292) (20,581) (149,279) (146,316)
-----------------------------------------------------
Net decrease in net assets from
Class A share transactions (3,949) (6,164) (3,340) (2,552)
----------------------------------------------------
CLASS C
Proceeds from shares sold 2,454 1,781 550 2,552
Reinvested distributions 158 173 268 210
Payments for shares redeemed (2,620) (2,418) (1,038) (2,250)
----------------------------------------------------
Net increase (decrease) in net assets
from Class C share transactions (8) (464) (220) 512
----------------------------------------------------

TOTAL DECREASE IN NET ASSETS (5,110) (6,003) (7,027) (951)

NET ASSETS
Beginning of year 57,643 63,646 74,504 75,455
----------------------------------------------------
End of year $ 52,533 $ 57,643 $ 67,477 $ 74,504
====================================================
</TABLE>

See accompanying notes to financial statements.

Countrywide Investments 15.

<PAGE>
TAX-FREE MONEY FUND
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
Per Share Data for a Share Outstanding Throughout Each Year
- -----------------------------------------------------------------------------------------------------
Year Ended June 30,
- -----------------------------------------------------------------------------------------------------
1999 1998 1997 1996 1995
- -----------------------------------------------------------------------------------------------------
<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 0.030 0.029 0.031 0.030
-------------------------------------------------------------
Dividends from net investment
income (0.027) (0.030) (0.029) (0.031) (0.030)
-------------------------------------------------------------
Net asset value at end of year $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
-------------------------------------------------------------
Total return 2.75% 3.03% 2.89% 3.15% 3.07%
=============================================================
Net assets at end of year (000's) $ 25,234 $ 37,383 $30,126 $ 25,342 $ 26,692
=============================================================
Ratio of net expenses to
average net assets(A) 0.89% 0.92% 0.99% 0.99% 0.99%
Ratio of net investment income to
average net assets 2.74% 2.98% 2.85% 3.09% 3.00%

(A) Absent fee waivers by the Adviser, the ratio of expenses to average net
assets would have been 0.95% for the year ended June 30, 1999 (Note 4).

CALIFORNIA TAX-FREE MONEY FUND
FINANCIAL HIGHLIGHTS
- -----------------------------------------------------------------------------------------------------

See accompanying notes to financial statements.

16. Countrywide Investments

<PAGE>

OHIO TAX-FREE MONEY FUND - RETAIL
FINANCIAL HIGHLIGHTS
- -----------------------------------------------------------------------------------------------------

(A) Absent fee waivers and/or expense reimbursements by the Adviser, the ratio
of expenses to average net assets would have been 0.77%, 0.76% and 0.77% for
the years ended June 30, 1999, 1998 and 1997, respectively (Note 4).

OHIO TAX-FREE MONEY FUND - INSTITUTIONAL
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

See accompanying notes to financial statements.

Countrywide Investments 17.

<PAGE>
FLORIDA TAX-FREE MONEY FUND - RETAIL
FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------------------------------
Per Share Data for a Share Outstanding Throughout Each Year
- -------------------------------------------------------------------------------------------------------
Year Ended June 30,
---------------------------------------------------------------
1999 1998 1997 1996 1995
- -------------------------------------------------------------------------------------------------------

(A) Absent fee waivers and/or expense reimbursements by the Adviser, the ratio
of expenses to average net assets would have been 0.98%, 0.95%, 0.94%, 0.80%
and 0.80% for the years ended June 30, 1999, 1998, 1997, 1996 and 1995,
respectively (Note 4).

FLORIDA TAX-FREE MONEY FUND - INSTITUTIONAL
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------------------------------

Net asset value at beginning of period $ 1.000 $ 1.000 $ 1.000 $ 1.000
----------------------------------------------------------------
Net investment income 0.029 0.032 0.031 0.003
-------------------------------------------------------------
Dividends from net investment income (0.029) (0.032) (0.031) (0.003)
-------------------------------------------------------------
Net asset value at end of period $ 1.000 $ 1.000 $ 1.000 $ 1.000
-------------------------------------------------------------
Total return 2.93% 3.28% 3.16% 3.03%(C)
=============================================================
Net assets at end of period (000's) $ 15,284 $ 49,159 $ 19,349 $ 19,145
=============================================================
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 2.91% 3.23% 3.11% 3.03%(C)

(A) Represents the period from the initial public offering of Institutional
shares (May 29, 1996) through June 30, 1996.
(B) Absent fee waivers and/or expense reimbursements by the Adviser, the ratio
of expenses to average net assets would have been 0.71%, 0.71%, 0.79% and
0.87% for the periods ended June 30, 1999, 1998, 1997 and 1996, respectively
(Note 4).
(C) Annualized.

See accompanying notes to financial statements.
18. Countrywide Investments

<PAGE>

TAX-FREE INTERMEDIATE TERM FUND - CLASS A
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------------------------------
Per Share Data for a Share Outstanding Throughout Each Year
- --------------------------------------------------------------------------------------------------------
Year Ended June 30,
----------------------------------------------------------------
1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------------------------------

Dividends from net investment
income (0.48) (0.50) (0.50) (0.50) (0.49)
----------------------------------------------------------------

Net asset value at end of year $ 10.87 $ 11.12 $ 11.01 $ 10.85 $ 10.86
================================================================

Total return(A) 2.07% 5.63% 6.19% 4.51% 6.36%
================================================================

Net assets at end of year (000's) $ 47,899 $ 52,896 $ 58,485 $ 67,675 $81,140
================================================================

Ratio of net expenses to
average net assets 0.99% 0.99% 0.99% 0.99% 0.99%

Ratio of net investment income to
average net assets 4.33% 4.50% 4.55% 4.52% 4.59%

Portfolio turnover rate 51% 36% 30% 37% 32%

(A) Total returns shown exclude the effect of applicable sales loads.

See accompanying notes to financial statements.

Countrywide Investments 19.

<PAGE>

TAX-FREE INTERMEDIATE TERM FUND - CLASS C
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------------------------------
Per Share Data for a Share Outstanding Throughout Each Year
- --------------------------------------------------------------------------------------------------------
Year Ended June 30,
----------------------------------------------------------------
1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------------------------------

Net asset value at beginning of year $ 11.12 $ 11.01 $ 10.85 $ 10.86 $ 10.69
----------------------------------------------------------------

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

Net asset value at end of year $ 10.88 $ 11.12 $ 11.01 $ 10.85 $ 10.86
================================================================

Total return(A) 1.40% 4.85% 5.49% 4.00% 5.82%
================================================================

Net assets at end of year (000's) $ 4,634 $ 4,747 $ 5,161 $ 5,239 $ 4,814
================================================================

Ratio of net expenses to
average net assets 1.74% 1.74% 1.65% 1.49% 1.49%

Ratio of net investment income to
average net assets 3.58% 3.75% 3.89% 4.02% 4.08%

Portfolio turnover rate 51% 36% 30% 37% 32%

(A) Total returns shown exclude the effect of applicable sales loads.

See accompanying notes to financial statements.

20. Countrywide Investments

<PAGE>

Ohio Insured Tax-Free Fund - Class A
Financial Highlights
- --------------------------------------------------------------------------------------------------------
Per Share Data for a Share Outstanding Throughout Each Year
- --------------------------------------------------------------------------------------------------------
Year Ended June 30,
----------------------------------------------------------------
1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------------------------------

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

Net asset value at end of year $ 11.74 $ 12.37 $ 12.22 $ 11.97 $ 11.99
================================================================

Total return(A) 1.81% 7.03% 7.36% 5.05% 7.75%
================================================================

Net assets at end of year (000's) $ 62,737 $ 69,289 $70,816 $ 75,938 $71,393
================================================================

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

Ratio of net investment income to
average net assets 4.72% 4.95% 5.05% 5.12% 5.35%

Portfolio turnover rate 26% 41% 33% 46% 29%

See accompanying notes to financial statements.

Countrywide Investments 21.

<PAGE>

OHIO INSURED TAX-FREE FUND - CLASS C
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------------------------------
Per Share Data for a Share Outstanding Throughout Each Year
- --------------------------------------------------------------------------------------------------------
Year Ended June 30,
----------------------------------------------------------------
1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------------------------------

Net asset value at beginning of year $ 12.37 $ 12.22 $ 11.97 $ 12.00 $ 11.74
----------------------------------------------------------------

Net asset value at end of year $ 11.74 $ 12.37 $ 12.22 $ 11.97 $ 12.00
================================================================

Total return(A) 1.05% 6.24% 6.65% 4.44% 7.31%
================================================================

Net assets at end of year (000's) $ 4,740 $ 5,215 $ 4,639 $ 3,972 $ 4,165
================================================================

Ratio of net expenses to
average net assets(B) 1.50% 1.50% 1.42% 1.25% 1.25%

Ratio of net investment income to
average net assets 3.97% 4.20% 4.37% 4.62% 4.84%

Portfolio turnover rate 26% 41% 33% 46% 29%

See accompanying notes to financial statements.

22. Countrywide Investments

<PAGE>

Notes to Financial Statements
June 30, 1999
- --------------------------------------------------------------------------------

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 Countrywide 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 protection of capital, by investing
primarily in high-quality, short-term municipal obligations.

The California Tax-Free Money Fund seeks the highest level of interest 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 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 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.

The Ohio Tax-Free Money Fund and the Florida Tax-Free Money Fund each offer two
classes of shares: Retail shares (sold subject to a distribution fee of up to
0.25% of average daily net assets of each 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.

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 2% for the Tax-Free Intermediate Term Fund and 4% for the Ohio
Insured Tax-Free Fund 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% 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).

Countrywide Investments 23.
<PAGE>

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
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 and
the California 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 Florida 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 is equal to the net asset value
per share plus a sales load equal to 2.04% of the net asset value (or 2% of the
offering price). The maximum offering price of Class A shares of the Ohio
Insured Tax-Free Fund is equal to the net asset value per share plus a sales
load equal to 4.17% of the net asset value (or 4% of the offering price). The
offering price of Class C shares of each Fund is equal to the net asset value
per share (Note 7).

The redemption price per share of each Fund, including each class of shares with
respect to 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, 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.

Allocations between classes -- Investment income earned by 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 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.

24. Countrywide Investments

<PAGE>

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
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 taxable 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.

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, 1999:
- -----------------------------------------------------------------------
Tax-Free Ohio Insured
Intermediate Tax-Free
(000's) Term Fund Fund
- -----------------------------------------------------------------------
Gross unrealized appreciation $ 1,264 $ 2,910
Gross unrealized depreciation (613) (380)
- -----------------------------------------------------------------------
Net unrealized appreciation $ 651 $ 2,530
=======================================================================
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, 1999, the Tax-Free Intermediate Term Fund had a capital loss
carryforward for federal income tax purposes of $361,822, which expires on June
30, 2004. These capital loss carryforwards may be utilized in future years to
offset net realized capital gains prior to distribution to shareholders.

3. INVESTMENT TRANSACTIONS
Investment transactions (excluding short-term investments) were as follows for
the year ended June 30, 1999:
- ------------------------------------------------------------------------
Tax-Free Ohio Insured
Intermediate Tax-Free
(000's) Term Fund Fund

- ------------------------------------------------------------------------
Purchases of investment securities $ 26,540 $ 17,908
========================================================================
Proceeds from sales and maturities of
investment securities $ 32,461 $ 26,665
========================================================================

4. TRANSACTIONS WITH AFFILIATES
The Chairman, President and certain other officers of the Trust are also
officers of Countrywide Financial Services, Inc., or its subsidiaries which
include Countrywide Investments, Inc. (the Adviser), the Trust's investment
adviser and principal underwriter, and Countrywide Fund Services, Inc. (CFS),
the Trust's transfer agent, shareholder service agent and accounting services
agent. Countrywide Financial Services, Inc. is a wholly-owned subsidiary of
Countrywide Credit Industries, Inc., a New York Stock Exchange listed company
principally engaged in the business of residential mortgage lending.

Countrywide Investments 25.

<PAGE>
Notes to Financial Statements (Continued)
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,
1999, the Adviser waived investment advisory fees of $17,332 for the Tax-Free
Money Fund, $51,659 for the Ohio Tax-Free Money Fund and $124,338 for the
Florida Tax-Free Money Fund.

TRANSFER AGENT AGREEMENT
Under the terms of the Transfer, Dividend Disbursing, Shareholder Service and
Plan Agency Agreement between the Trust and CFS, CFS 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, CFS 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 CFS 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 CFS,
CFS calculates the daily net asset value per share and maintains the financial
books and records of each Fund. For these services, CFS 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
CFS in obtaining valuations of such Fund's portfolio securities.

UNDERWRITING AGREEMENT
The Adviser 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 Adviser, the Adviser earned $3,824 and
$9,705 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, 1999. In addition, the Adviser
collected $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.

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 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.

26. Countrywide Investments
<PAGE>

Notes to Financial Statements (Continued)
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, 1999. 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 Trust Company, 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, 1999. Under the terms of its Custodian
Agreement, Huntington receives from the Fund an asset-based fee.

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:

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

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) 1999 1998 1999 1998
- --------------------------------------------------------------------------------

CLASS A
Shares sold 1,222 1,116 11,637 11,401
Shares reinvested 154 181 287 236
Shares redeemed (1,729) (1,853) (12,181) (11,832)
- --------------------------------------------------------------------------------
Net decrease in shares
outstanding (353) (556) (257) (195)
Shares outstanding,
beginning of year 4,758 5,314 5,600 5,795
- --------------------------------------------------------------------------------
Shares outstanding,
end of year 4,405 4,758 5,343 5,600
================================================================================

CLASS C
Shares sold 219 160 45 206
Shares reinvested 14 16 22 17
Shares redeemed (234) (218) (85) (181)
- --------------------------------------------------------------------------------
Net increase (decrease) in
shares outstanding (1) (42) (18) 42
Shares outstanding,
beginning of year 427 469 422 380
- --------------------------------------------------------------------------------
Shares outstanding,
end of year 426 427 404 422
================================================================================

Countrywide Investments 27.

<PAGE>

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
6. PORTFOLIO COMPOSITION
As of June 30, 1999, 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 74.7% 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, 1999, 15.5% of the portfolio securities of the
Tax-Free Money Fund were concentrated in the State of Ohio, 12.2% in the State
of Texas and 10.7% in the state of Minnesota. 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, 1999, 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, 1999, 49.9% 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], 22.2% were rated
AA/Aa, 24.4% were rated A/A and 3.5% were not rated.

As of June 30, 1999, 94.7% 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 61.1%
of its portfolio securities.

28. Countrywide Investments
<PAGE>

Notes to Financial Statements (Continued)
The concentration of investments for each Fund as of June 30, 1999, classified
by revenue source, was as follows:

- -----------------------------------------------------------------------------------------
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 12.2% 8.7% 19.4% 13.1% 13.3% 43.3%
Revenue Bonds:
- -----------------------------------------------------------------------------------------
Industrial Development/
Pollution Control 40.3% 32.5% 18.7% 12.3% 4.8% 4.9%
Hospital/Health Care 7.8% 10.0% 29.6% 14.3% 24.3% 19.1%
Utilities 11.1% 13.8% 12.7% 14.6% 8.7% 16.7%
Education 5.4% 12.5% 4.9% 15.8% 17.6% 2.7%
Housing/Mortgage 8.8% 7.5% 3.9% 16.4% 11.4% 4.4%
Economic Development 4.4% 8.3% 4.1% 5.8% 2.4% --
Public Facilities 5.0% -- 2.5% 1.4% 5.5% 4.9%
Transportation -- 1.1% 2.4% 2.0% 4.8% 3.0%
Special Tax 1.0% 1.3% 1.3% 1.2% 2.5% --
Leases -- 3.4% -- -- -- --
Miscellaneous 4.0% 0.9% 0.5% 3.1% 4.7% 1.0%
- -----------------------------------------------------------------------------------------
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, 1999,
as "exempt-interest dividends." In addition, on October 30, 1998, the Florida
Tax-Free Money Fund declared and paid a long-term capital gain distribution of
$0.000324 per share, and the Ohio Insured Tax-Free Fund declared and paid a
short-term capital gain distribution of $0.0440 per share and a long-term
capital gain distribution of $0.2410 per share. In January of 1999, shareholders
were provided with Form 1099-DIV which reported the amounts and tax status of
such capital gain distributions paid during calendar year 1998.

Countrywide Investments 29.
<PAGE>

Tax-Free Money Fund
Portfolio of Investments
June 30, 1999
- -----------------------------------------------------------------------------------------

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>
$ 340 West Virginia St. Bldg. Comm. Lease Rev., Ser. C
(WV Regional Jail) 3.600% 07/01/99 $ 340
315 Washoe Co., NV, GO, Prerefunded @ 102 7.375 07/01/99 321
250 Jefferson, LA, Sales Tax Dist. Prerefunded @ 100 8.250 07/01/99 250
400 American Municipal Power Sys. Impt. BANS
(Montpelier Village Proj.) 3.550 07/15/99 400
225 Denton Co., TX, GO 7.500 07/15/99 225
150 Philadelphia, PA, Gas Works Rev., Ser. 15 4.100 08/01/99 150
485 Arlington, TX, Perm. Impt. GO 4.500 08/15/99 485
235 Georgetown, TX, GO 5.500 08/15/99 236
100 Armstrong Co., PA, Hosp. Auth. Health Center Rev.
(St. Francis Health Care Proj.) 6.300 08/15/99 100
250 Charlotte, NC, COP, Ser. D (Govt. Equip. Proj.) 5.050 09/01/99 251
500 Rhode Island St. GO, Ser. B, Prerefunded @ 102 6.800 10/15/99 508
170 Commerce Charter Twnp., MI, Spec.
Assessment GO, Ser. B 3.700 11/01/99 170
100 West Virginia St. Water Dev. Auth. Rev., Ser. A
(Loan Program) 4.800 11/01/99 100
185 Lewistown Boro, PA, GO, Prerefunded @ 100 6.100 12/15/99 187
560 American Municipal Power Sys. Impt. BANS
(Wellington Village Proj.) 3.500 12/16/99 560
600 Massillon City, OH, Parks and Recreation GO BANS 3.730 01/14/00 602
571 American Municipal Power Sys. Impt. BANS
(Milan Village Proj.) 3.500 01/21/00 571
500 American Municipal Power Sys. Equipment BANS
(Distributive Generation Proj.) 4.250 01/21/00 500
500 Northern Ozaukee School Dist., WI, GO BANS . 3.400 02/01/00 500
395 Umatilla Indian Reserv. Conferated
Tribes GO, Ser. A 4.200 02/01/00 397
180 Lewisville, TX, GO 5.000 02/15/00 182
120 The Colony, TX, GO, Prerefunded @ 100 6.800 02/15/00 122
475 American Municipal Power Sys. Impt. BANS
(Bradner Village Proj.) 3.600 03/23/00 475
- ------ ------------
$7,606 Total Fixed Rate Revenue & General Obligation Bonds
(Amortized Cost $7,632) $ 7,632
- -----------------------------------------------------------------------------------------
</TABLE>

30. Countrywide Investments
<PAGE>

Tax-Free Money Fund (Continued)
- -----------------------------------------------------------------------------------------
Principal Market
Amount Floating & Variable Rate Coupon Maturity Value
(000's) Demand Notes -- 52.3% Rate Date (000's)

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

<S> <C> <C> <C> <C>
$ 800 Trinity River, TX, IDR, Ser. 1997 (ADP, Inc. Proj.) 3.700% 07/01/99 $ 800
500 Indiana Health Fac. Fin. Auth. Rev., Ser. 1997
(Capital Access Designated Pool) 3.550 07/07/99 500
600 Arapahoe Co., CO, Parkview Metro. Dist. GO 3.550 07/07/99 600
1,000 Tucson, AZ, IDA MFH Rev. (Lincoln Garden Proj.) 3.600 07/07/99 1,000
600 Illinois Dev. Fin. Auth. Rev., Ser. 1992
(Uhlich Children's Home Proj.) 3.650 07/07/99 600
1,100 Scio Twnp., MI, EDR 3.730 07/07/99 1,100
200 Indiana St. Dev. Fin. Auth. Rev.
(Lutheran High School) 3.750 07/07/99 200
500 San Rafael, CA, IDR, Ser. 1984
(Phoenix American, Inc.) 3.750 07/07/99 500
590 Brooklyn Park, MN, IDR (Schmidt Proj.) 3.850 07/07/99 590
500 Frankfort, MN, IDR, Ser. 1995 (J&B, Inc.) 3.850 07/07/99 500
815 Harvard, IL, Health Care Fac. Rev., Ser. 1998
(Harvard Memorial Hosp. Proj.) 3.850 07/07/99 815
200 Hope, AR, IDR, Ser. A (Champion Parts, Inc. Proj.) 3.950 07/07/99 200
973 Kansas City, MO, IDR (A.M. Castle & Co. Proj.) 3.950 07/07/99 973
1,275 Mankota, MN, IDR, Ser. 1998 (Sacco Family LP Proj.) 3.950 07/07/99 1,275
649 Franklin Park, IL, Rev., Ser. 1994
(A.M. Castle & Co. Proj.) 3.950 07/07/99 649
188 Rosemont, IL, IDR (A.M. Castle & Co. Proj.) 3.950 07/07/99 188
290 Frankfort, MN, IDR, Ser. 1995 (J&B, Inc.) 4.050 07/07/99 290
900 Eddyville, IA, IDR (Heartland Lysine, Inc.) 4.100 07/07/99 900
1,000 Coppell, TX, IDR (Minyards Prop., Inc.) 3.500 07/30/99 1,000
500 Arapahoe Co., CO, Rev., Ser. 1997
(Denver Jet Center Proj.) 3.550 07/30/99 500
- ------ ------------
$3,180 Total Floating & Variable Rate Demand Notes
- ------ (Amortized Cost $13,180) $ 13,180
------------

</TABLE>

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Principal Market
Amount Coupon Maturity Value
(000's) Adjustable Rate Put Bonds-- 16.3% Rate Date (000's)

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

<S> <C> <C> <C> <C>
$1,200 Owensboro, KY, IDR, Ser. 1985 (Dart Container) 3.300% 09/01/99 $ 1,200
145 Cuyahoga Co., OH, IDR (Halle Office Bldg.) 3.575 10/01/99 145
1,000 Westmoreland Co., PA, IDR (White
Consolidated Industries) 3.520 12/01/99 1,000
650 Lexington-Fayette Co., KY, Urban Govt. Rev.
(Providence Montessori) 3.625 01/01/00 650
525 Colorado Health Fac. Auth. Rev., Ser. 1998A
(AMC Cancer Center) 3.400 01/15/00 525
605 Buckeye Tax-Exempt Mtg. Bond Trust 3.400 02/01/00 603
- ------ ------------
$4,125 Total Adjustable Rate Put Bonds
(Amortized Cost $4,123) $ 4,123
- -----------------------------------------------------------------------------------------

$24,911 Total Investment Securities-- 98.8%
(Amortized Cost $24,935) $ 24,935
======= ------------

Other Assets in Excess of Liabilities-- 1.2% 299
------------

Net Assets-- 100% $ 25,234
============
</TABLE>

See accompanying notes to financial statements and notes to portfolios of
investments.

Countrywide Investments 31.
<PAGE>

- --------------------------------------------------------------------------------
California Tax-Free Money Fund
Portfolio of Investments
June 30, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Principal Market
Amount Fixed Rate Revenue & Coupon Maturity Value
(000's) General Obligation Bonds-- 28.8% Rate Date (000's)

- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 986 University of California, Regents COP, Ser. A 3.200% 07/01/99 $ 984
425 Sacramento Co., CA, Airport Sys. Rev., Ser. B 3.500 07/01/99 425
340 Fremont, CA, USD, Ser. A 3.400 08/01/99 340
200 Roseville, CA, Local Govt. Fin. Auth. Rev.,
Prerefunded @ 101 6.250 08/01/99 203
400 California St. GO 6.700 08/01/99 401
255 Napa Valley, CA, USD GO 7.000 08/01/99 256
900 Castro Valley, CA, USD GO 7.000 08/01/99 903
110 Reef-Sunset, CA, USD GO 7.500 08/01/99 110
330 Compton, CA, Cmnty. Redev. Agcy.
(Walnut Indust. Park), Prerefunded @ 102 7.500 08/01/99 338
150 Coachella Valley Co., CA, Water Dist.
No. 54 Impt. Rev. 10.200 08/01/99 151
270 California St. Cmntys. Dev. Auth. Rev.
(Monterey Peninsula) 4.000 08/15/99 270
110 California St. Cmntys. Dev. Auth. Rev.
(Sutter Health Obligated Group) 4.500 08/15/99 110
210 Los Angeles, CA, Conv. & Exhib. Ctr. Auth. COP,
Ser. A, Prerefunded @ 101.5 7.375 08/15/99 214
200 Glendora, CA, Pub. Fin. Auth. Rev. 3.150 09/01/99 20
105 Los Angeles Co., CA, Schs. Regionalized
Business Svcs. Rev., Ser. B 3.300 09/01/99 105
250 Modesto, CA, CSD COP 3.500 09/01/99 250
405 Saratoga, CA, USD GO 4.000 09/01/99 405
100 Southern California Rapid Tran. Dist. Rev 5.000 09/01/99 100
310 Escondido, CA, Joint Pwr. Fin. Auth. Lease
Rev., Ser. B (Escondido Civic Ctr.) 5.300 09/01/99 311
100 California St. GO 5.750 09/01/99 100
500 Los Angeles, CA, GO, Ser. A 6.250 09/01/99 503
1,000 San Francisco, CA, City & Co., USD GO 4.500 09/22/99 1,002
794 University of California, Regents COP, Ser. A 3.250 10/01/99 792
250 Sunnyvale, CA, Fin. Auth. Utility Rev., Ser. B
(Solid Waste Materials Recovery) 5.300 10/01/99 251
300 California St. GO 6.600 11/01/99 304
802 University of California, Regents COP, Ser. A 3.350 01/01/00 800
125 California MFH HFA Rev., Ser. A 3.450 02/01/00 125
115 Palmdale, CA, Cmnty. Dev. Agcy.
Residential Mtg. Rev., Ser. A 6.500 02/01/00 117
250 Santa Clara Valley, CA, Water Dist. COP,
Prerefunded @ 102 6.600 02/01/00 260
250 California St. GO 4.800 03/01/00 253
100 Mesa, CA, Consolidated Water Dist. COP 4.400 03/15/00 101
100 California St. GO 6.650 04/01/00 103
150 Northern California Trans. Rev., Ser. A,
Prerefunded @ 101.5 7.000 05/01/00 157
2,500 California St. Veterans GO 3.200 06/01/00 2,500
200 California Health. Fac. Fin. Auth.
Rev., Ser. B (Catholic Health Facs.) 4.250 07/01/00 201
165 Sacramento, CA, Utility Dist. Rev., Ser. 7 5.000 07/01/00 168
- ---------- ---------
$ 13,757 Total Fixed Rate Revenue & General Obligation Bonds
(Amortized Cost $13,813) $ 13,813
- ---------- ---------
</TABLE>

32. Countrywide Investments
<PAGE>

California Tax-Free Money Fund (Continued)
<TABLE>
<CAPTION>

Principal Market
Amount Fixed Rate Revenue & Coupon Maturity Value
(000's) General Obligation Bonds-- 28.8% Rate Date (000's)

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

<S> <C> <C> <C> <C>
$ 600 California Health Fac. Fin. Auth. Rev.,
Ser. 1998C (Adventist Hosp.) 3.100% 07/01/99 $ 600
398 Orange Co., CA, Impt. Rev. Asses. Dist. No. 88 3.100 07/01/99 398
1,000 California Statewide Cmntys. Dev. Corp. Rev.
(House Ear Institution) 3.100 07/01/99 1,000
300 Santa Ana, CA, Health Fac. Rev.
(Town & Country Manor Proj.) 3.100 07/01/99 300
600 California PCR Fin. Auth.
(Pacific Gas & Electric) 3.100 07/01/99 600
2,000 California Health Fac. Fin. Auth. Rev.,
Ser. 1998B (Adventist Hosp.) 3.100 07/01/99 2,000
700 Newport Beach, CA, Rev., Ser. B
(Hoag Memorial Hosp.) 3.150 07/01/99 700
600 Newport Beach, CA, Rev., Ser. C
(Hoag Memorial Hosp.) 3.150 07/01/99 600
2,000 Rancho, CA, Water Dist. Fin. Rev., Ser. 1998A 3.000 07/07/99 2,000
500 Riverside, CA, IDR Issue A
(Sunclipse, Inc. Proj.) 3.050 07/07/99 500
600 Montebello, CA, IDR (Sunclipse, Inc. Proj.) 3.050 07/07/99 600
400 California PCR Fin. Auth., Ser. 1983
(Southdown, Inc.) 3.150 07/07/99 400
3,100 California PCR Fin. Auth., Ser. 1983
(Southdown, Inc.) 3.150 07/07/99 3,100
1,000 Los Angeles, CA, Comm. Dev. COP
(Willowbrook Proj.) 3.200 07/07/99 1,000
400 Orange, CA, IDR (Control Air Conditioning) 3.450 07/07/99 400
2,000 ABN AMRO Munitops Trust Cert. (San Diego, CA) 3.450 07/07/99 2,000
1,100 Los Angeles, CA, MFH Rev. (Studio Colony) 3.500 07/07/99 1,100
1,600 Vacaville, CA, IDA IDR (Leggett &
Platt, Inc.) 3.550 07/07/99 1,600
1,960 California Public Capital Impt.
Fin. Auth. Rev. 3.600 07/07/99 1,960
1,300 San Bernardino Co., CA, COP 3.620 07/07/99 1,300
900 Alameda Co., CA, IDR, Ser. A
(Plyproperties Proj.) 3.700 07/07/99 900
1,000 Alameda Co., CA, IDR, Ser. A
(Tool Family Partnership) 3.700 07/07/99 1,000
1,100 Alameda Co., CA, IDR (Dicon
Fiberoptics, Inc. Proj. A) 3.700 07/07/99 1,100
2,600 San Rafael, CA, IDR, Ser. 1984
(Phoenix American, Inc.) 3.750 07/07/99 2,600
900 San Bernardino, CA, IDR (LaQuinta Motor Inns) 3.850 07/07/99 900
1,000 San Bernardino Co., CA, Capital Impt.
Refinancing Proj. Rev. 3.850 07/07/99 1,000
1,500 Hanford, CA, Sewer Rev., Ser A 3.850 07/07/99 1,500
2,000 ABAG Fin. Auth. Nonprofit Corps.
MFH Rev., Ser. A 4.000 07/07/99 2,000
520 California Statewide Cmntys. Dev. Corp. Rev.
(Michigan Hanger) 4.400 07/07/99 520
220 California Statewide Cmntys. Dev. Corp. Rev.
(Jaygee Realty Proj.) 4.450 07/07/99 220
- ---------- ------------
$ 33,898 Total Floating & Variable Rate Demand Notes
(Amortized Cost $33,898) $33,898
- ---------- ------------

$ 47,655 Total Investment Securities-- 99.5%
(Amortized Cost $47,111) $47,711
==========
Other Assets in Excess of Liabilities-- 0.5% 256
------------

Net Assets-- 100% $47,967
============

</TABLE>

See accompanying notes to financial statements and notes to portfolios of
investments.

Countrywide Investments 33.
<PAGE>

Ohio Tax-Free Money Fund
Portfolio of Investments
June 30, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Principal Market
Amount Fixed Rate Revenue & Coupon Maturity Value
(000's) General Obligation Bonds-- 29.7% Rate Date (000's)

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

<S> <C> <C> <C> <C>
$ 2,100 American Municipal Power Sys. Impt. BANS
(Montpelier Village Proj.) 3.950% 07/15/99 $ 2,100
820 Columbus, OH, GO (Police/Fireman Disability) 4.000 07/15/99 820
800 Miami Co., OH, Bldg. Impt. GO BANS 3.800 07/15/99 800
1,200 Sandusky Co., OH, Various Purpose GO BANS 4.125 07/29/99 1,200
928 Mason-Deerfield, OH, Joint Fire Dist.
GO BANS, Ser. 1998 4.000 08/05/99 928
2,500 Ottawa Co., OH, Regional Water Sys.
Impt. GO BANS 4.000 08/06/99 2,501
625 Lake Co., OH, Hosp. Fac. Rev., Ser. 1998
(Lake Hosp. Sys.) 4.000 08/15/99 625
3,000 American Municipal Power Sys. Impt. BANS
(City of Bryan Proj.) 3.850 08/27/99 3,000
1,454 Leetonia, OH, School Dist. Impt.
GO BANS, Ser. 1999 3.740 09/01/99 1,455
520 Washington Co., OH, Hosp. Impt. Rev.
(Marietta Area Health) 4.000 09/01/99 520
375 Springboro City, OH, Clear Creek
Park Impt. GO BANS 4.150 09/02/99 375
1,000 Loveland, OH, Real Estate Acq. GO BANS 3.860 09/09/99 1,000
900 Springboro, OH, Street Impt. GO BANS
(South Tech. Bus. Park) 4.050 09/09/99 901
1,000 American Municipal Power Sys. Impt. BANS
(Bowling Green Project) 3.800 09/10/99 1,000
200 American Municipal Power Sys. Impt. BANS
(Bowling Green Project) 3.800 09/10/99 200
1,000 Cleveland, OH, Parking Fac Rev. 4.450 09/15/99 1,003
1,325 Marysville, OH, Various Purpose GO BANS 3.460 09/15/99 1,326
500 Ravena Township, OH, Twnp. Hall &
Garage GO BANS 4.050 09/15/99 500
1,100 Adena, OH, LSD School Impt. GO BANS,
Ser. 1999S 3.590 09/16/99 1,101
2,440 Muskingum Co., OH, Various Purpose GO BANS 3.800 09/22/99 2,442
1,475 Mayfield Village, OH, Various Purpose GO BANS 3.650 09/28/99 1,476
50 Fairlawn, OH, Health Care Fac. Rev.
(St. Edward Proj.), Prerefunded @ 102 8.250 10/01/99 52
210 Fairlawn, OH, Health Care Fac. Rev.
(St. Edward Proj.), Prerefunded @ 102 8.300 10/01/99 217
95 Fairlawn, OH, Health Care Fac. Rev.
(St. Edward Proj.), Prerefunded @ 102 8.350 10/01/99 98
500 Fairlawn, OH, Health Care Fac. Rev.
(St. Edward Proj.), Prerefunded @ 102 8.500 10/01/99 516
500 Gallia Co., OH, Hosp. Fac. Rev.
(Holzer Med. Ctr.) 3.300 10/01/99 500
1,000 Ohio St. Bldg. Auth. Rev., Ser. C,
Prerefunded @ 103 7.200 10/01/99 1,039
200 Ohio St. Bldg. Auth. Rev., Ser. A 4.200 10/01/99 200
600 Beachwood, OH, Street & Sewer Impt. GO BANS 3.750 10/07/99 600
550 Van Wert Co., OH, Various Purpose GO BANS 3.800 10/13/99 551
1,945 Jackson Co., OH, Various Purpose GO BANS,
Ser. 1998 3.620 10/14/99 1,947
2,000 Lucas Co., OH, Metro Sewer & Water Dist.
Rev., Ser. 1998 3.625 10/20/99 2,002
135 Hamilton, OH, GO (Police/Fireman Pension) 4.650 11/01/99 136
1,000 Ohio St. Pub. Fac. Higher Educ.
Rev., Ser. II-B 4.500 11/01/99 1,005
2,300 American Municipal Power Sys. Impt. BANS
(Pioneer Village Proj.) 3.400 11/05/99 2,300
4,000 Evergreen, OH, LSD GO BANS 4.500 11/08/99 1,103

34. Countrywide Investments
<PAGE>

Ohio Tax-Free Money Fund (Continued)
- -----------------------------------------------------------------------------------------
<CAPTION>

Principal Market
Amount Fixed Rate Revenue & Coupon Maturity Value
(000's) General Obligation Bonds -- 29.7% (Continued) Rate Date (000's)

- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 1,100 North Hampton Village, OH, Sewer Sys.
First Mtg. RANS, Ser. 1999 4.400% 11/12/99 $ 1,104
1,065 Marysville, OH, Various Purpose GO BANS 3.510 11/18/99 1,066
2,000 Summit Co., OH, Various Purpose GO BANS,
Ser. 1998 3.625 11/18/99 2,005
2,440 Chesapeake-Union, OH, LSD School Impt. GO BANS 4.200 11/20/99 2,444
1,000 Belmont Co., OH, Sanitary Sewer Impt. GO BANS 3.510 11/23/99 1,001
1,545 Marion Co., OH, Various Purpose GO BANS 3.470 11/23/99 1,546
580 Muskingum Co., OH, GO BANS
(Brandywine Blvd. Extension) 3.650 11/30/99 581
280 Southwest Licking, OH, LSD School
Impt. GO BANS 3.100 12/01/99 280
830 Sycamore, OH, CSD School Impt. GO, Ser. A 3.400 12/01/99 830
250 Tuscarawas Valley, OH, LSD GO 3.400 12/01/99 250
2,000 Eastern Ohio Regional Wastewater
Auth. Impt. Rev. BANS 4.200 12/02/99 2,003
3,000 American Municipal Power Sys. Impt. BANS
(Bowling Green Proj.) 3.400 12/03/99 3,000
1,000 Logan Co., OH, Sanitary Sewer Sys.
Impt. GO BANS 3.640 12/15/99 1,001
810 Mahoning Valley, OH, Sanitation Dist. Rev. 4.000 12/15/99 813
5,000 Hamilton, OH, LSD School Impt.
GO BANS, Ser. 1999 4.200 12/22/99 5,016
748 Lima, OH, Land Aquisition GO BANS
(River Corridor Proj.) 3.600 01/12/00 749
660 Worthington, OH, CSD School Impt.
GO BANS, Ser. 1999 3.440 01/13/00 661
5,000 American Municipal Power Sys. Equipment BANS
(Distributive Generation Proj.) 4.250 01/21/00 5,000
1,335 Marysville, OH, Various Purpose GO BANS 3.410 01/27/00 1,337
500 North Ridgeville, OH, Water Sys. Impt. GO BANS 3.600 02/01/00 501
1,120 Marion Co., OH, Various Purpose GO BANS 3.500 02/08/00 1,122
486 Maple Heights, OH, CSD Energy Conservation Impt.
GO BANS, Ser. 1999 4.000 02/11/00 488
975 Ottawa Co., OH, Regional Water Sys.
Impt. GO BANS 3.500 02/16/00 977
1,000 Mason, OH, CSD School Impt. GO BANS, Ser. 1999 3.380 02/17/00 1,003
765 Ottawa Co., OH, Port Auth. Fac. Impt. GO BANS 3.550 02/21/00 766
600 North Ridgeville, OH, Road Impt.
GO BANS, Ser. 1999 (Bainbridge Proj.) 3.600 03/02/00 601
800 Salem, OH, CSD School Impt. GO BANS, Ser. 1999 3.460 03/03/00 801
1,000 Marysville, OH, Various Purpose GO BANS 3.360 03/16/00 1,002
2,000 American Municipal Power Sys. Impt. BANS
(St. Mary's Proj.) 3.550 03/23/00 2,000
300 New Knoxville, OH, School Construction GO BANS 4.510 03/23/00 303
2,200 American Municipal Power Sys. Impt. BANS
(Lodi Village Proj.) 3.400 03/24/00 2,200
1,400 American Municipal Power Sys. Impt. BANS
(Genoa Village Proj.) 3.600 03/28/00 1,400
850 Genoa, OH, Water Sys. Impt. GO BANS 3.400 03/30/00 850
700 Franklin Co., OH, Dev. Ref. Rev., Ser. 1983
(American Chemical Soc. Proj.) 5.500 04/01/00 710
700 Brook Park, OH, GO BANS 3.500 04/07/00 701
1,060 Marysville, OH, Various Purpose GO BANS 3.460 04/13/00 1,062
1,150 Marysville, OH, Various Purpose GO BANS 3.590 04/13/00 1,153
4,300 Hebron, OH, Sanitary Sewer Sys. Rev. 4.000 04/17/00 4,318
1,000 Ohio St. Highway Impt. GO, Ser. C 4.000 05/01/00 1,004
Countrywide Investments 35.
<PAGE>

<CAPTION>
Ohio Tax-Free Money Fund (Continued)

Principal Market
Amount Fixed Rate Revenue & Coupon Maturity Value
(000's) General Obligation Bonds -- 29.7% (Continued) Rate Date (000's)
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 1,500 Mentor, OH, Exempted Village School Dist.
GO BANS, Ser. 1999 3.380% 05/04/00 $ 1,501
3,000 Cincinnati, OH, CSD GO BANS 3.900 05/12/00 3,013
1,500 Ross Co., OH, Bldg. Auth. Acquisition GO BANS 3.300 05/17/00 1,500
1,100 Williard City, OH, Street Impt. GO BANS 3.650 05/25/00 1,102
1,040 Ohio St. Water Dev. Auth. Impt. Rev. 5.000 06/01/00 1,053
450 Springboro, OH, GO BANS (South Main Street) 3.660 06/01/00 451
1,640 Ohio St. Water Dev. Auth. Impt. Rev. 5.400 06/01/00 1,671
1,100 Marysville, OH, GO BANS (Phase II Notes) 3.880 06/15/00 4,010
2,450 Marysville, OH, Various Purpose GO BANS 3.660 06/15/00 2,456
2,755 Obetz, OH, Various Purpose GO BANS 3.700 06/15/00 2,760
1,000 American Municipal Power Sys. Impt. BANS
(Village of New Bremen Proj.) 3.700 06/16/00 1,000
1,250 American Municipal Power Sys. Impt. BANS
(Deshler, OH, Proj.) 4.000 06/16/00 1,250
3,000 East Muskingum, OH, Water Auth. Rev. BANS 4.320 06/22/00 3,009
- ---------- ---------
$ 115,681 Total Fixed Rate Revenue & General Obligation Bonds
(Amortized Cost $115,964) $115,964
- ---------- ---------
<CAPTION>
- -----------------------------------------------------------------------------------------
Principal Market
Amount Floating & Variable Rate Coupon Maturity Value
(000's) Demand Notes -- 64.3% Rate Date (000's)
- -----------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 4,400 Cuyahoga Co., OH, Hosp. Rev.
(University Hosp. of Cleveland) 3.800% 07/01/99 $ 4,400
2,800 Ohio St. Air Quality Dev. Auth. Rev. (CG&E) 3.350 07/01/99 2,800
300 Ohio St. Water Dev. Auth. Impt. Rev.,
Ser. 1996B (Mead Corp.) 3.800 07/01/99 300
1,600 Ohio St. Water Dev. Auth. Impt. Rev.,
Ser. B (Mead Corp.) 3.800 07/01/99 1,600
7,000 ABN AMRO Munitops Trust Cert. 1998-I8
(Cleveland Water Works) 3.560 07/07/99 7,000
400 Akron, Bath & Copley, OH, Joint Twnsp.
Hosp. Rev. (Visiting Nurse Svcs. Proj.) 3.650 07/07/99 400
1,515 Allen Co., OH, Health Care Fac. Rev.
(Mennonite Memorial Home Proj.) 3.650 07/07/99 1,515
1,335 Village of Andover, OH, Health Care Rev.,
Ser. 1996 (D&M Realty Proj.) 3.620 07/07/99 1,335
3,400 Ashtabula Co., OH, Hosp. Fac. Rev., Ser. 1995
(Ashtabula Co. Med. Ctr. Proj.) 3.620 07/07/99 3,400
3,055 Butler Co., OH, Hosp. Fac. Rev., Ser. 1998A
(Berkeley Square Retirement Ctr. Proj.) 3.650 07/07/99 3,055
1,000 Butler Co., OH, IDR (Phillip Morris Co.) 3.650 07/07/99 1,000
950 Centerville, OH, Health Care Rev.
(Bethany Memorial) 3.500 07/07/99 950
9,400 Clermont Co., OH, Hosp. Fac. Rev., Ser. A
(Mercy Health Sys.) 3.500 07/07/99 9,400
2,600 Clermont Co., OH, Hosp. Fac. Rev., Ser. B
(Mercy Health Sys.) 3.600 07/07/99 2,600
468 Cleveland, OH, Parking Fac. Rev. 3.770 07/07/99 468
3,910 Cleveland, OH, Waterworks Rev., Ser. 58 3.700 07/07/99 3,910
1,600 Clinton Co., OH, Hosp. Rev.
(Clinton Memorial Hosp.) 3.650 07/07/99 1,600

36. Countrywide Investments
<PAGE>
<CAPTION>
Ohio Tax-Free Money Fund (Continued)

Principal Market
Amount Floating & Variable Rate Coupon Maturity Value
(000's) Demand Notes -- 64.3% (Continued) Rate Date (000's)
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 7,000 Clinton Co., OH, Hosp. Rev. (Ohio
Hospital Cap., Inc.) 3.500% 07/07/99 $ 7,000
200 Columbus, OH, GO, Ser. 1 3.650 07/07/99 200
1,700 Columbus, OH, Sewer Sys. Rev. 3.700 07/07/99 1,700
2,200 Cuyahoga Co., OH, Educ. Fac. Rev., Ser. 1998
(United Cerebral Palsy Assoc.) 3.600 07/07/99 2,200
555 Cuyahoga Co., OH, Health Care Fac. Rev.,
Ser. 1993A (Hospice of Western Reserve) 3.600 07/07/99 555
1,750 Cuyahoga Co., OH, Health Care Fac. Rev.,
Ser. 1993B (Hospice of Western Reserve) 3.600 07/07/99 1,750
2,000 Cuyahoga Co., OH, IDR, Ser. 1989
(Motch Corp. Proj.) 3.800 07/07/99 2,000
865 Cuyahoga Co., OH, IDR (Pleasant Lake Assoc.) 3.600 07/07/99 865
1,890 Defiance Co., OH, IDR (Isaac Property Proj.) 3.600 07/07/99 1,890
3,500 Delaware Co., OH, Health Care Fac. Rev.,
Ser. 1998 (Sarah Moore Home Proj.) 3.770 07/07/99 3,500
900 Delaware Co., OH, IDR, Ser. 1985
(MRG Ltd. Proj.) 3.700 07/07/99 900
2,160 Erie Co., OH, IDR (Toft Dairy, Inc.) 3.600 07/07/99 2,160
2,380 Franklin Co., OH, EDR (Dominican Sisters) 3.650 07/07/99 2,380
3,685 Franklin Co., OH, EDR, Ser. 1998
(Unity Resource Center Proj.) 3.650 07/07/99 3,685
1,215 Franklin Co., OH, Health Care Fac. Rev.
(Lifeline Organ Procurement) 3.650 07/07/99 1,215
4,735 Franklin Co., OH, Hosp. Rev.
(U.S. Health Corp.) 3.550 07/07/99 4,735
4,280 Franklin Co., OH, Hosp. Rev.
(U.S. Health Corp.) 3.550 07/07/99 4,280
8,000 Franklin Co., OH, IDR (Berwick Steel) 4.700 07/07/99 8,000
1,150 Franklin Co., OH, IDR (Ohio Girl Scouts) 3.620 07/07/99 1,150
564 Franklin Co., OH, IDR, Ser. D (Kindercare) 3.650 07/07/99 564
400 Franklin Co., OH, IDR (Columbus College) 3.620 07/07/99 400
2,000 Franklin Co., OH, IDR (Alco Standard Corp.) 3.850 07/07/99 2,000
2,000 Geauga Co., OH, Health Care Fac. Rev.,
Ser. 1998A (Heather Hill Proj.) 3.720 07/07/99 2,000
1,245 Green Co., OH, Health Care Fac. Rev.
(Green Oaks Proj.) 3.600 07/07/99 1,245
1,078 Hamilton Co., OH, EDR, Ser. 1995
(Cincinnati Assoc. for the Performing Arts) 3.650 07/07/99 1,078
5,000 Hamilton Co., OH, Fac. Rev., Ser. 1997A
(Episcopal Retirement Homes) 3.600 07/07/99 5,000
1,080 Hamilton Co., OH, Health Care Fac. Rev.
(Aloysius Orphanage Proj.) 3.600 07/07/99 1,080
6,000 Hamilton Co., OH, Hosp. Fac. Rev., Ser. 1997A
(Children's Hosp. Med. Ctr.) 3.600 07/07/99 6,000
8,600 Hamilton Co., OH, Hosp. Fac. Rev., Ser. E
(Health Alliance of Greater Cincinnati) 3.350 07/07/99 8,600
600 Hamilton Co., OH, Hosp. Fac. Rev., Ser. F
(Health Alliance of Greater Cincinnati) 3.350 07/07/99 600
3,000 Hamilton OH, MFH Rev., Ser. A
(Knollwood Village Apts.) 3.620 07/07/99 3,000
2,000 Hamilton OH, MFH Rev. (Knollwood
Village Apts.) 3.620 07/07/99 2,000
2,690 Hancock Co., OH, MFM Rev., Ser. A
(Crystal Glen Apts. Proj. Phase II) 3.620 07/07/99 2,690
375 Hudson Village, OH, IDR, Ser. A (Kindercare) 3.650 07/07/99 375
885 Huron Co., OH, Rev. (Norwalk Furniture Corp.) 3.600 07/07/99 885

Countrywide Investments 37.
<PAGE>

Ohio Tax-Free Money Fund (Continued)

Principal Market
Amount Floating & Variable Rate Coupon Maturity Value
(000's) Demand Notes -- 64.3% (Continued) Rate Date (000's)
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 7,105 Lima, OH, Hosp. Fac. & Impt. Rev., Ser. 1996
(Lima Memorial Hosp.) 3.650% 07/07/99 $ 7,105
7,600 Lorain Co., OH, Hosp. Fac. Rev., Ser. 1998A
(Catholic Healthcare Partners) 3.500 07/07/99 7,600
494 Lorain Co., OH, IDR, Ser. C (Kindercare) 3.650 07/07/99 494
1,880 Lorain Co., OH, IDR (EMH Med. Ctr. Proj.) 3.600 07/07/99 1,880
300 Lucas Co., OH, Rev. (Sunshine Children's Home) 3.650 07/07/99 300
935 Lucas Co., OH, IDR, Ser. D (Kindercare) 3.650 07/07/99 935
360 Lucas Co., OH, IDR (Associates Proj.) 3.720 07/07/99 360
1,900 Mahoning Co., OH, Health Care Fac. Rev.
(Copeland Oaks) 3.620 07/07/99 1,900
1,415 Mahoning Co., OH, Health Care Fac. Rev.
(Ohio Heart Institute) 3.620 07/07/99 1,415
330 Marion Co., OH, Hosp. Impt. Rev.
(Pooled Lease Proj.) 3.620 07/07/99 330
445 Marion Co., OH, Hosp. Impt. Rev.
(Pooled Lease Proj.) 3.620 07/07/99 445
680 Marion Co., OH, Hosp. Impt. Rev.
(Pooled Lease Proj.) 3.620 07/07/99 680
300 Medina, OH, IDR (Kindercare) 3.650 07/07/99 300
900 Meigs Co., OH, IDR, Ser. 1985 (MRG Ltd. Proj.) 3.700 07/07/99 900
287 Middletown, OH, IDR, Ser. A (Kindercare) 3.650 07/07/99 287
865 Monroe, OH, IDR, Ser. 1985 (Magnode Corp.) 3.550 07/07/99 865
2,000 Montgomery Co., OH, EDR (Dayton Art Institute) 3.700 07/07/99 2,000
520 Montgomery Co., OH, Health Care Rev., Ser. A
(Dayton Area MRI Consortium) 3.600 07/07/99 520
3,555 Montgomery Co., OH, Health Care Rev.
(Comm. Blood Ctr. Proj.) 3.620 07/07/99 3,555
340 Montgomery Co., OH, IDR (Kindercare) 3.650 07/07/99 340
3,700 Montgomery Co., OH, Ltd. Oblig. Rev., Ser. 1996
(St. Vincent de Paul Proj.) 3.600 07/07/99 3,700
1,000 Morrow Co., OH, IDR (Field Container Corp.) 3.550 07/07/99 1,000
4,800 Ohio St. EDR, Ser. 1983 (Court St. Ctr.
Assoc. Ltd. Proj.) 3.450 07/07/99 4,800
2,845 Ohio St. Higher Educ. Fac. Rev.
(Mount Union College Proj.) 3.550 07/07/99 2,845
4,400 Ohio St. Higher Educ. Fac. Rev. (Pooled Fin.) 3.620 07/07/99 4,400
4,900 Ohio St. Higher Educ. Fac. Rev. (Pooled Fin.) 3.620 07/07/99 4,900
5,000 Ohio St. Higher Educ. Fac. Rev. (Pooled Fin.) 3.620 07/07/99 5,000
3,500 Ohio St. Higher Educ. Fac. Rev.
(Kenyon College Proj.) 3.700 07/07/99 3,500
500 Ohio St. Higher Educ. Fac. Rev.
(John Carroll University) 3.875 07/07/99 500
590 Ohio St. IDR, Ser. 1994 (A.M. Castle
& Co. Proj.) 3.950 07/07/99 590
9,540 Ohio St. Turnpike Rev., Ser. 71 3.690 07/07/99 9,540
2,495 Ohio St. Water Dev. Auth. Impt. Rev. 3.690 07/07/99 2,495
715 Orrville, OH, Hosp. Fac. Rev., Ser. 1990
(Orrville Hosp.) 3.550 07/07/99 715
1,800 Ottawa Co., OH, Hosp. Fac. Rev.
(Luther Home of Mercy Proj.) 3.650 07/07/99 1,800
465 Pike Co., OH, EDR (Pleasant Hill) 3.620 07/07/99 465
900 Rickenbacker, OH, Port. Auth. Rev.
(Rickenbacker Holdings, Inc.) 3.620 07/07/99 900
5,725 Sharonville, OH, IDR (Duke Realty Proj.) 3.620 07/07/99 5,725
437 Stark Co., OH, IDR, Ser. D (Kindercare) 3.650 07/07/99 437
1,870 Summit Co., OH, Health Care Fac. Rev.,
Ser. 1997 (Evant, Inc. Proj.) 3.650 07/07/99 1,870

38. Countrywide Investments
<PAGE>

<CAPTION>
Ohio Tax-Free Money Fund (Continued)

Principal Market
Amount Floating & Variable Rate Coupon Maturity Value
(000's) Demand Notes -- 64.3% (Continued) Rate Date (000's)

- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 3,400 Summit, OH, Civic Fac. Rev., Ser. 1997
(YMCA Proj.) 3.600 07/07/99 $ 3,400
1,910 Summit Co., OH, IDR (Bowery Assoc.) 3.570 07/07/99 1,910
505 Summit Co., OH, IDR (Go-Jo Indust.,
Inc. Proj.) 3.620 07/07/99 505
4,375 Trumbull Co., OH, Health Care Fac. Rev.
(Shepherd of the Valley) 3.620 07/07/99 4,375
375 Wadsworth, OH, IDR (Kindercare) 3.650 07/07/99 375
1,600 Warren Co., OH, IDR (Liquid Container Proj.) 3.650 07/07/99 1,600
1,300 Westlake, OH, IDR (Nordson Co.) 3.700 07/07/99 1,300
900 Wyandot Co., OH, IDR, Ser. 1985
(MRG Ltd. Proj.) 3.700 07/07/99 900
800 Columbus, OH, Elec. Sys. Rev. 3.000 07/30/99 800
3,885 Cuyahoga Co., OH, IDR (S&R Playhouse Realty) 4.000 07/30/99 3,885
3,500 Delaware Co., OH, IDR (Radiation
Sterilizers, Inc.) 3.350 07/30/99 3,500
200 Franklin Co., OH, IDR (BOA Ltd. Proj.) 3.400 07/30/99 200
1,300 Franklin Co., OH, IDR (Jacobsen Stores) 3.400 07/30/99 1,300
1,765 Franklin Co., OH, IDR (Capitol South) 3.400 07/30/99 1,765
1,400 Hamilton Co., OH, IDR (ADP System) 3.250 07/30/99 1,400
2,800 Muskingum Co., OH, IDR (Elder-Beerman) 3.300 07/30/99 2,800
500 Ohio St. Environmental Impt. Rev.
(U.S. Steel Corp. Proj.) 3.300 07/30/99 500
- ---------- ---------
$ 251,323 Total Floating & Variable Rate Demand Notes
(Amortized Cost $251,323) $251,323
- ---------- ---------
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
Principal Market
Amount Coupon Maturity Value
(000's) Adjustable Rate Put Bonds-- 5.9 % Rate Date (000's)

- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 2,495 Perry Co., OH, Nursing Fac. Rev., Ser. 1996
(New Lexington Health Corp. Proj.) 4.000% 09/01/99 $ 2,495
615 Riverside, OH, EDR (Riverside Assoc.
Ltd. Proj.) 3.200 09/01/99 615
4,740 Cuyahoga Co., OH, IDR (Halle Office Building) 3.575 10/01/99 4,740
1,175 Miami Valley Tax-Exempt Mtg. Bond Trust 4.880 10/15/99 1,175
1,365 Clermont Co., OH, EDR (John Q. Hammons Proj.) 3.100 11/01/99 1,365
580 Franklin Co., OH, IDR (GSW Proj.) 3.300 11/01/99 580
3,030 Ohio St. HFA MFH (Lincoln Park) 3.600 11/01/99 3,030
3,425 Richland Co., OH, IDR (Mansfield Sq. Proj.) 3.100 11/15/99 3,425
455 Cuyahoga Co., OH, Health Care Rev., Ser. A
(Cleveland Neighborhood) 3.400 12/01/99 455
3,540 Franklin Co., OH, IDR (Leveque & Assoc. Proj.) 3.250 12/01/99 3,540
875 Scioto Co., OH, Health Care Rev.
(Hillview Retirement) 3.250 12/01/99 875
940 Gallia Co., OH, IDR (Jackson Pike Assoc.) 3.200 12/15/99 940
- ---------- ---------
$ 23,235 Total Adjustable Rate Put Bonds
(Amortized Cost $23,235) $ 23,235
- ---------- ---------
</TABLE>
Countrywide Investments 39.
<PAGE>

- -----------------------------------------------------------------------------------------
Ohio Tax-Free Money Fund (Continued)
Principal Market
Amount Coupon Maturity Value
(000's) Commercial Paper-- 0.8 % Rate Date (000's)

- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 3,000 Lorain Co., OH, (Catholic Healthcare Partners) 3.200% 08/03/99 $ 3,000
(Amortized Cost $3,000)
- ---------- ---------

$ 393,239 Total Investments at Value-- 100.7%
(Amortized Cost $393,522) $393,522
==========
Liabilities in Excess of Other Assets-- (0.7)% (2,725)
---------

Net Assets-- 100.0% $390,797
=========
</TABLE>

See accompanying notes to financial statements and notes to portfolios of
investments.

40. Countrywide Investments
<PAGE>

Florida Tax-Free Money Fund
Portfolio of Investments
June 30, 1999
- -----------------------------------------------------------------------------------------

Principal Market
Amount Fixed Rate Revenue & Coupon Maturity Value
(000's) General Obligation Bonds-- 31.2% Rate Date (000's)

- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 1,700 Port St. Joe, FL, Cap. Impt. Rev. BANS,
Ser. 1998 4.350% 07/01/99 $ 1,700
100 Brevard Co., FL, School Board COP, Ser. A 5.300 07/01/99 100
100 Florida St. GO PCR, Ser. X 5.600 07/01/99 100
100 Mesa, AZ, GO 5.800 07/01/99 100
100 Broward Co., FL, School Board COP Rev. 6.000 07/01/99 100
200 Broward Co., FL, School Board COP Rev. 6.750 07/01/99 200
325 Cape Coral, FL, GO, Prerefunded @ 102 6.800 07/01/99 332
200 Miami-Dade Co., FL, School Board COP, Ser. A 4.000 08/01/99 200
100 Manatee Co., FL, School Dist. Sales Tax Rev. 4.000 08/01/99 100
500 Palm Beach Co., FL, School Board COP 4.500 08/01/99 500
100 Dade Co., FL, School Board COP
(G. Holmes Braddock Sr. H.S.) 4.625 08/01/99 100
100 Florida St. Correctional Privatization COP
(Bay Co. Proj.) 4.625 08/01/99 100
1,000 Wadsworth, OH, CSD School Impt. GO BANS 3.470 08/10/99 1,001
250 Texas Muni. Pwr. Agency Rev. 4.500 09/01/99 250
100 Florida St. Dept. of Gen. Services,
Div. of Fac. Mgmt. Rev., Ser. B 4.600 09/01/99 100
250 Las Vegas Valley, NV, Water District Rev. 4.700 09/01/99 251
150 Homestead, FL, Special Ins. Assessment Rev. 4.750 09/01/99 150
300 Abilene, TX, Hlth. Fac. Dev. Hosp. Rev.
(Hendrick Med. Ctr.) 5.100 09/01/99 301
100 Ft. Lauderdale, FL, Excise Tax Rev.,
Prerefunded @ 101 6.375 09/01/99 102
150 Town of Avon, CO, Sales Tax Rev., Ser. 1999 3.250 09/15/99 150
100 North Harris, TX, Montgomery Comm. College
District Rev. 5.000 09/15/99 100
205 Glenwood Springs, CO, Sales & Use Tax Rev. 3.250 10/01/99 205
575 St. Lucie Co., FL, Limited Tax GO 4.000 10/01/99 577
250 Orlando, FL, Capital Impt. Special Rev.,
Ser. B 4.250 10/01/99 251
500 Dade Co., FL, Water & Sewer Sys. Rev. 4.750 10/01/99 502
350 Lee Co., FL, Capital Impt. Rev., Ser. B,
Prerefunded @ 100 6.000 10/01/99 352
200 Hillsborough Co., FL, Aviation Auth.
Rev., Ser. A 6.150 10/01/99 201
500 Hillsborough Co., FL, Aviation Auth.
Rev., Ser. B, Prerefunded @ 102 7.000 10/01/99 514
375 Crawford Co., OH, Various Purpose GO 3.150 12/01/99 375
555 Fostoria, OH, CSD GO 3.200 12/01/99 555
800 Iowa Student Loan Liquidity Corp. Rev., Ser. C 6.500 12/01/99 811
573 Clarendon, NY, GO BANS 3.625 12/22/99 574
500 Northern Ozaukee, WI, School Dist. GO BANS 3.400 02/01/00 500
- ---------- ---------
$ 11,408 Total Fixed Rate Revenue & General Obligation Bonds
(Amortized Cost $11,454) $ 11,454
- ---------- ---------
</TABLE>

Countrywide Investments 41.
<PAGE>

Florida Tax-Free Money Fund (Continued)
Principal Market
Amount Floating & Variable Rate Coupon Maturity Value
(000's) Demand Notes -- 65.4% Rate Date (000's)
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 500 Martin Co., FL, Dev. Auth. PCR, Ser. 1994
(Florida Power & Light) 3.350% 07/01/99 $ 500
400 Putnam Co., FL, Dev. Auth. PCR
(Florida Power & Light) 3.350 07/01/99 400
1,800 Hillsborough Co., FL, IDA PCR (Tampa Elec.) 3.350 07/01/99 1,800
400 Tampa Sports Auth. Rev. (Stadium Proj.) 3.450 07/01/99 400
1,200 Broward Co., FL, HFA MFH Rev.
(Margate Invest. Proj.) 3.450 07/07/99 1,200
1,800 Orange Co., FL, IDA Rev. (Trinity Prep School) 3.500 07/07/99 1,800
400 St. John's Co., FL, HFA Rev., Ser. 1996
(Anastasia Shores Apts. Proj.) 3.500 07/07/99 400
1,080 Florida HFA MFH Rev., Ser. EEE
(Carlton Arms II Proj.) 3.500 07/07/99 1,080
225 Putnam Co., FL, Dev. Auth. PCR, Ser. H-1
(Seminole Elec. Coop.) 3.550 07/07/99 225
250 Putnam Co., FL, Dev. Auth. PCR, Ser. H-2
(Seminole Elec. Coop.) 3.550 07/07/99 250
900 St. Petersburg, FL, HFA Rev., Ser. 1997
(Menorah Manor Proj.) 3.550 07/07/99 900
475 Volusia Co., FL, HFA MFH Rev., Ser. H
(Sun Pointe Apts.) 3.550 07/07/99 475
900 Manatee Co., FL, HFA MFH Rev.
(Harbour Proj. B) 3.600 07/07/99 900
700 ABN AMRO Munitops Trust Cert. 1998-9
(Florida Board of Educ.) 3.640 07/07/99 700
2,000 ABN AMRO Munitops Cert. Trust 1998-8
(Dade Co., FL, Water & Sewer Sys. Rev.) 3.640 07/07/99 2,000
1,100 Plant City, FL, Hosp. Rev.
(South Florida Baptist Hosp.) 3.650 07/07/99 1,100
1,400 Illinois Dev. Fin. Auth. Rev.
(Council for Jewish Elderly) 3.650 07/07/99 1,400
500 Orange Co., FL, Health Fac. Auth. Rev.
(Adventist Sunbelt) 3.650 07/07/99 500
600 Florida Housing Fin. Corp. MFH Rev.,
(South Pointe Proj.) 3.660 07/07/99 600
100 Dade Co., FL, IDA Rev. 3.730 07/07/99 100
960 McCreary Co., KY, IDR (Le Sportsac Proj.) 3.750 07/07/99 960
700 McCreary Co., KY, IDR, Ser. B
(Le Sportsac Proj.) 3.750 07/07/99 700
500 Highlands Co., FL, Health Fac. Rev.
(Adventist Sunbelt) 3.750 07/07/99 500
800 Marion Co., FL, HFA Rev. (Paddock Place Proj.) 3.750 07/07/99 800
500 Marion Co., FL, HFA Rev. (Summer Trace Apts.) 3.750 07/07/99 500
1,000 Lee Co., FL, IDR Educ. Fac. Rev.
(The Canterbury School Proj.) 3.750 07/07/99 1,000
1,150 Jacksonville, FL, Health Fac. Rev.
(River Garden) 3.800 07/07/99 1,150
1,000 Jacksonville, FL, Health Fac. Rev.
(Faculty Practice Assoc.) 3.850 07/07/99 1,000
635 Harvard, IL, Health Care Fac. Rev., Ser. 1998
(Harvard Memorial Hosp.) 3.850 07/07/99 635
- ---------- ---------
$ 23,975 Total Floating & Variable Rate Demand Notes
(Amortized Cost $23,975) $ 23,975
- ---------- ---------
</TABLE>

42. Countrywide Investments
<PAGE>

Florida Tax-Free Money Fund (Continued)
Principal Market
Amount Coupon Maturity Value
(000's) Adjustable Rate Put Bonds-- 2.6% Rate Date (000's)

- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

$ 350 Corpus Christi, TX, IDR (Tex-Air
Invest. Co. Proj.) 3.350% 08/01/99 $ 350
600 Putnam Co., FL, Dev. Auth. PCR, Ser. 1984D
(Seminole Elec. Coop.) 3.125 12/15/99 600
- ---------- ---------
$ 950 Total Adjustable Rate Put Bonds
(Amortized Cost $950) $ 950
- ---------- ---------

$ 36,333 Total Investments at Value-- 99.2%
(Amortized Cost $36,379) $ 36,379
==========
Other Assets in Excess of Liabilities-- 0.8% 276
---------

Net Assets-- 100.0% $ 36,655
=========
</TABLE>

See accompanying notes to financial statements and notes to portfolios of
investments.

Countrywide Investments 43.
<PAGE>
<TABLE>
<CAPTION>
Tax-Free Intermediate Term Fund
Portfolio of Investments
June 30, 1999
- -----------------------------------------------------------------------------------------
Principal Market
Amount Coupon Maturity Value
(000's) Municipal Bonds-- 101.2% Rate Date (000's)
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Arizona -- 2.9%
$ 400 Arizona Educ. Loan Mkt. Corp. Rev., Ser. A 6.700% 03/01/00 $ 408
600 Maricopa Co., AZ, School Dist. Rev.,
Ser. 1991C (Tempe Elem.) 8.000 07/01/04 692
300 Tucson, AZ, Water Dist. Rev. 9.750 07/01/10 416
---------
1,516
---------
California -- 1.4%
450 Sacramento Co., CA, MFH ARPB
(Fairway One Apts.) 5.875 02/01/03 450
250 California HFA Multi-Unit Rental Rev., Ser. B 6.500 08/01/05 264
---------
714
---------
Colorado -- 1.3%
400 Arapahoe Co., CO, Parkview Metro. Dist. GO 3.550 07/01/99 400
300 Highland Ranch, CO, Metro. Dist. GO, Ser. A 5.000 12/01/10 295
---------
695
---------
Florida -- 12.2%
200 Hillsborough Co., FL, PCR Rev.
(Tampa Elec. Proj.) 3.350 07/01/99 200
500 Florida HFA MFH ARPB, Ser. 1978B
(Hampton Lakes II Proj.) 5.700 04/01/01 502
750 Hillsborough Co., FL, Solid Waste Rev. 5.500 10/01/06 783
455 Pensacola, FL, Airport Rev., Ser. 1997B 5.400 10/01/07 469
1,000 Pasco Co., FL, HFA MFH Rev., Ser. 1997B
(Cypress Trail Apts.) 5.500 06/01/08 1,041
1,255 Florida HFA MFH Sr. Lien, Ser. I-1 6.100 01/01/09 1,323
1,000 Halifax Hosp. Medical Ctr., FL, Health Care
Fac. Rev., Ser. 1998A 4.800 04/01/10 953
365 Halifax Hosp. Medical Ctr.. FL, Health Care
Fac. Rev., Ser. 1998A 5.000 04/01/11 354
455 Tampa, FL, Health Sys. Rev., Ser. A-1
(Catholic Health East) 5.250 11/15/11 457
365 Halifax Hosp. Medical Ctr., FL, Health Care
Fac. Rev., Ser. 1998A 5.000 04/01/12 352
---------
6,434
---------
Georgia -- 0.3%
150 Savannah, GA, Hosp. Auth. Rev.
(St. Joseph's/Candler Health Sys.) 5.250 07/01/13 149
---------
Illinois -- 2.1%
1,100 Illinois Health Fac. Auth. Rev., Ser. B
(Elmhurst Hosp.) 3.500 07/01/99 1,100
---------
Indiana -- 9.4%
3,185 Purdue University, IN, COP, Prerefunded @ 102 6.250 07/01/01 3,374
1,000 Indiana Bond Bank Special Prog. Rev., Ser. A-1 6.650 01/01/04 1,053
500 Indiana HFA Multi-Unit Mtg. Prog. Rev.,
Ser. 1992A 6.600 01/01/12 526
---------
4,953
---------
</TABLE>
44. Countrywide Investments
<PAGE>

Tax-Free Intermediate Term Fund (Continued)
Principal Market
Amount Coupon Maturity Value
(000's) Municipal Bonds-- 101.2% (Continued) Rate Date (000's)

- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Iowa -- 2.1%
$ 120 Cedar Rapids, IA, Hosp. Fac. Rev.
(St. Luke's Methodist Hosp.),
Prerefunded @ 102 6.000% 08/15/03 $ 129
250 Iowa Student Loan Liquidity Corp. Rev. 6.400 07/01/04 265
325 Iowa HFA Rev., Ser. A 6.500 07/01/06 341
240 Iowa Student Loan Liquidity Corp. Rev. 6.600 07/01/08 255
130 Cedar Rapids, IA, Hosp. Fac. Rev.
(St. Luke's Methodist Hosp.) 6.000 08/15/09 138
---------
1,128
---------
Kentucky -- 2.4%
500 Kentucky St. EDR (Health Alliance) 3.350 07/07/99 500
750 Kentucky St. Turnpike Auth. EDR
(Revitalization Proj.) 5.250 07/01/05 777
---------
1,277
---------
Louisiana -- 1.9%
440 Louisiana Public Fac. Auth. Rev.
(Medical Ctr. of Louisiana) 6.000 10/15/03 458
500 West Ouachita Parish, LA, School Dist. GO,
Ser. A 6.700 03/01/06 530
---------
988
---------
Massachusetts -- 2.9%
500 New England Educ. Loan Mkt. Corp. Rev.,
Ser. 1992A 6.500 09/01/02 526
500 New England Educ. Loan Mkt. Corp. Rev.,
Ser. 1992B 6.600 09/01/02 528
445 Massachusetts St. Indust. Fin. Agy. Rev.,
Ser. 1997 (Hudner Assoc.) 5.000 01/01/08 449
---------
1,503
---------
Michigan -- 4.8%
1,000 Michigan St. Bldg. Auth. Rev., Ser. II 6.400 10/01/04 1,064
1,000 Michigan St. Hosp. Fin. Auth. Rev., Ser. A
(McLaren Health Care Corp.) 5.250 06/01/07 1,013
450 Battle Creek, MI, EDR (Kellogg Co. Proj.) 5.125 02/01/09 454
---------
2,531
---------
Mississippi -- 1.6%
500 Mississippi Higher Educ. Rev., Ser. B 6.100 07/01/01 515
335 Jackson, MS, GO 5.250 10/01/10 340
---------
855
---------
Nebraska -- 3.0%
590 Nebraska Invest. Fin. Auth. Rev., Ser. 1989
(Foundation for Educ. Fund),
Escrowed to Maturity 7.000 11/01/09 603
1,000 Nebraska Gas Supply Rev., Ser. A
(American Public Energy Agy.) 4.600 06/01/10 955
---------
1,558
---------
Nevada -- 2.4%
1,000 Las Vegas, NV, GO, Sewer Impt. Rev.,
Prerefunded @ 102 6.500 04/01/02 1,074
185 Washoe Co., NV, GO 7.375 07/01/09 189
---------
1,263
---------
New York -- 1.0%
500 New York Local Govt. Asst. Corp. Rev.,
Ser. 1991B, Prerefunded @ 102 7.000 04/01/01 534
---------

North Carolina -- 2.0%
1,030 Cabarrus Co., NC, Dev. Corp. Install.
Pymt. Rev. 4.950 06/01/09 1,027
---------

</TABLE>

Countrywide Investments 45.
<PAGE>

Tax-Free Intermediate Term Fund (Continued)

Principal Market
Amount Coupon Maturity Value
(000's) Municipal Bonds-- 101.2% (Continued) Rate Date (000's)

- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ohio -- 30.4%
$ 1,300 Ohio St. Air Quality Dev. Auth. Rev.,
Ser. A (CG&E) 3.350% 07/01/99 $ 1,300
500 Franklin Co., OH, Rev. (Online Computer
Library Ctr.) 5.500 04/15/00 506
625 Fairfield, OH, IDR ARPB (Skyline Chili, Inc.) 5.000 09/01/00 626
270 Warren Co., OH, Hosp. Fac. Rev.
(Otterbein Home), Prerefunded @ 102 7.000 07/01/01 289
930 Ohio St. EDR Ohio Enterprise Bond Fd.
(Smith Steelite Proj.) 5.600 12/01/03 961
500 Hamilton Co., OH, Hosp. Fac. Rev.
(Episcopal Retirement Home) 6.600 01/01/04 526
315 Ohio St. EDR Ohio Enterprise Bond Fd.
(Cheryl & Co.) 5.500 12/01/04 324
1,005 Franklin Co., OH, Health Care Rev.
(First Comm. Village) 6.000 06/01/06 1,043
530 Toledo, OH, GO 6.000 12/01/06 572
840 Kent State University General Receipts Rev. 6.000 05/01/07 903
710 Hamilton Co., OH, Health Care Fac.
(Twin Towers) 5.750 10/01/07 744
500 Ohio St. IDR, Ser. 1997 (Bomaine
Corporation Proj.) 5.500 11/01/07 507
674 Columbus, OH, Special Assessment GO 5.050 04/15/08 661
800 West Clermont, OH, LSD GO 6.150 12/01/08 860
500 Hamilton Co., OH, Hosp. Fac. Rev.
(Bethesda Hosp.) 7.000 01/01/09 508
930 Hamilton Co., OH, Health Care Fac.
(Twin Towers) 5.250 10/01/10 928
1,000 Franklin Co., OH, Rev.
(Online Computer Library Ctr.) 4.650 10/01/11 939
1,000 Cuyahoga Co., OH, Hosp. Rev.
(University Hosp.) 5.125 01/15/12 984
1,000 Franklin Co., OH, Rev.
(Online Computer Library Ctr.) 4.700 10/01/12 936
520 Sycamore, OH, CSD COP 4.700 12/01/12 487
1,365 Toledo, OH, GO 5.000 12/01/13 1,344
---------
15,948
---------
Pennsylvania -- 2.0%
500 Pennsylvania St. IDR, Ser. A,
Prerefunded @ 102 7.000 07/01/01 538
500 Pennsylvania Fin. Auth. Muni.
Capital Impt. Proj. Rev. 6.600 11/01/09 539
---------
1,077
---------
South Carolina -- 1.4%
725 Richland-Lexington, SC, Airport Dist. Rev.,
Ser. 1995 (Columbia Metro.) 6.000 01/01/08 759
---------

Tennessee -- 6.0%
525 Southeast, TN, Tax-Exempt Mtg. Trust ARPB,
Ser. 1990 7.250 04/01/03 570
500 Nashville, TN, Metro. Airport Rev., Ser. C 6.625 07/01/07 532
1,000 Nashville & Davidson Co., TN, Health & Educ.
Fac. Rev., Ser. A (Vanderbilt Univ.) 5.000 10/01/11 985
1,035 Johnson City, TN, Health & Educ. Rev.
(Medical Center Hosp.) 5.500 07/01/13 1,060
---------
3,147
---------
</TABLE>

46. Countrywide Investments
<PAGE>

Tax-Free Intermediate Term Fund (Continued)
Principal Market
Amount Coupon Maturity Value
(000's) Municipal Bonds-- 101.2% (Continued) Rate Date (000's)

- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Texas -- 6.9%
$ 500 Houston, TX, Sr. Lien Rev., Ser. A
(Hotel Tax & Parking Fac.),
Prerefunded @ 100 7.000% 07/01/01 $ 528
500 N. Texas Higher Educ. Student Loan Rev.,
Ser. 1991A 6.875 04/01/02 517
50 N. Central, TX, Health Fac. Rev.
(Baylor Health Care), Indexed INFLOS,
Prerefunded @ 102 8.050 05/15/02 54
450 N. Central, TX, Health Fac. Rev.
(Baylor Health Care), Indexed INFLOS 8.050 05/15/08 480
490 Dallas, TX, ISD 5.600 08/15/11 509
236 Midland, TX, HFC Rev., Ser. A-2 8.450 12/01/11 254
10 San Antonio, TX, Elec. & Gas Rev.,
Escrowed to Maturity 5.000 02/01/12 10
990 San Antonio, TX, Elec. & Gas Rev. 5.000 02/01/12 975
300 Waco, TX, COP 4.800 02/01/15 280
---------
3,607
---------
Wisconsin -- 0.8%
430 Wisconsin St. Health & Educ. Fac. Auth. Rev.
(Agnesian Healthcare, Inc.) 4.900 07/01/11 413
- ---------- ---------

$ 51,825 Total Municipal Bonds-- 101.2%
(Amortized Cost $52,525) $ 53,176
========== ---------
Liabilities in Excess of Other Assets-- (1.2)% (643)
---------

Net Assets-- 100.0% $ 52,533
=========
</TABLE>

See accompanying notes to financial statements and notes to portfolios of
investments.

Countrywide Investments 47.
<PAGE>

Ohio Insured Tax-Free Fund
Portfolio of Investments
June 30, 1999
- -----------------------------------------------------------------------------------------

Principal Market
Amount Fixed Rate Revenue & Coupon Maturity Value
(000's) General Obligation Bonds-- 89.7% Rate Date (000's)

- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 200 Montgomery Co., OH, Hosp. Rev.
(Sisters of Charity), Prerefunded @ 102 6.625% 05/15/01 $ 212
250 Franklin Co., OH, IDR (1st Comm. Village
Healthcare), Crossover
Prerefunded @ 101.5 10.125 08/01/01 282
415 Ohio HFA SFM Rev., Ser. D 7.000 09/01/01 434
30 Clermont Co., OH, Hosp. Fac. Rev., Ser. A
(Mercy Health Sys.), Prerefunded @ 100 7.500 09/01/01 32
460 Westerville, Minerva Park & Blendon, OH,
Joint Hosp. Dist. Rev. (St. Ann's),
Prerefunded @ 102 7.100 09/15/01 497
1,000 Clermont Co., OH, Hosp. Fac. Rev.
(Mercy Health Sys.), Prerefunded @ 102 6.733 09/25/01 1,070
850 Alliance, OH, Waterworks Sys. Rev.,
Prerefunded @ 102 6.650 10/15/01 914
500 Celina, OH, Wastewater Sys. Mtg. Rev.,
Prerefunded @ 101 6.550 11/01/01 532
500 Summit Co., OH, Various Purpose GO,
Prerefunded @ 102 6.625 12/01/01 539
500 Greene Co., OH, Water Sys. Rev.,
Prerefunded @ 102 6.850 12/01/01 541
290 Northwest, OH, LSD GO, Prerefunded @ 102 7.050 12/01/01 316
500 Clermont Co., OH, Sewer Sys. Rev.,
Prerefunded @ 102 7.100 12/01/01 544
461 Cleveland, OH, Waterworks Impt. Rev.,
Ser. 1992B, Prerefunded @ 102 6.500 01/01/02 494
1,000 Kent St. University General Receipts Rev.,
Prerefunded @ 102 6.500 05/01/02 1,078
500 Franklin Co., OH, Hosp. Rev., Ser. 1991
(Mt. Carmel Health), Prerefunded @ 102 6.750 06/01/02 543
500 Cleveland, OH, GO, Ser. A, Prerefunded @ 102 6.375 07/01/02 539
500 Mahoning Co., OH, Hosp. Impt. Rev.
(YHA Proj.), Prerefunded @ 100 7.000 10/15/02 532
500 Seneca Co., OH, GO (Jail Fac.),
Prerefunded @ 102 6.500 12/01/02 545
675 Reynoldsburg, OH, CSD GO, Prerefunded @ 102 6.550 12/01/02 736
33 Ohio St. Bldg. Auth. Rev. (Frank
Lausch Proj.), Prerefunded @ 100 10.125 04/01/03 38
142 Ohio St. Bldg. Auth. Rev. (Columbus St.
Proj.), Prerefunded @ 100 10.125 04/01/03 164
230 Summit Co., OH, GO, Ser. A, Prerefunded @ 100 6.900 08/01/03 252
500 Newark, OH, Water Sys. Impt. Rev.,
Prerefunded @ 102 6.000 12/01/03 541
500 Ohio St. Bldg. Auth. Rev., Ser. 1994A
(Juvenille Correctional Bldg.),
Prerefunded @ 102 6.600 10/01/04 558
1,000 Cleveland, OH, Public Power Sys. Rev., Ser. I,
Prerefunded @ 102 7.000 11/15/04 1,136
500 Crawford Co., OH, GO, Prerefunded @ 102 6.750 12/01/04 563
1,000 Greater Cleveland, OH, Regional Transit
Auth. GO, Prerefunded @ 101 5.650 12/01/06 1,069
290 Alliance, OH, CSD GO 6.900 12/01/06 313
500 Mansfield, OH, Hosp. Impt. Rev.
(Mansfield General) 6.700 12/01/09 535
500 Hamilton, OH, Water Sys. Mtg. Rev., Ser. 1991A 6.400 10/15/10 532
500 Butler Co., OH, Hosp. Fac. Rev.
(Middleton Regional Hosp.) 6.750 11/15/10 536
1,000 Canton, OH, Waterworks Sys. GO, Ser. 1995 5.750 12/01/10 1,052
39 Cleveland, OH, Waterworks Impt. Rev., Ser. F 6.500 01/01/11 41
</TABLE>

48. Countrywide Investments
<PAGE>

Ohio Insured Tax-Free Fund (Continued)

Principal Market
Amount Fixed Rate Revenue & Coupon Maturity Value
(000's) General Obligation Bonds -- 89.7% (Continued) Rate Date (000's)
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 475 Ohio Capital Corp. MFH Rev., Ser. 1990A 7.500% 01/01/10 $ 493
240 Cuyahoga Co., OH, Hosp. Rev. (University
Hosp.), Escrowed to Maturity 9.000 06/01/11 298
600 Westerville, OH, Water Sys. Impt. GO 6.450 12/01/11 647
530 Urbana, OH, Wastewater Impt. GO 7.050 12/01/11 581
365 Bexley, OH, CSD GO 7.125 12/01/11 441
255 Summit Co., OH, GO, Ser. A 6.900 08/01/12 274
500 Strongsville, OH, CSD GO 5.375 12/01/12 515
500 Worthington, OH, CSD GO 6.375 12/01/12 533
500 Brunswick, OH, CSD GO 6.900 12/01/12 538
1,095 West Clermont, OH, LSD GO 6.900 12/01/12 1,232
95 Ohio St. Higher Educ. Fac. Comm. Rev. 7.250 12/01/12 101
1,000 Lorain Co., OH, Hosp. Rev. (Catholic
Health Care Partners) 5.625 09/01/14 1,024
530 Ottawa Co., OH, GO 5.750 12/01/14 554
1,000 Portage Co., OH, GO 6.200 12/01/14 1,079
290 Garfield Heights, OH, Various Purpose GO 6.300 12/01/14 314
460 Bedford Heights, OH, GO 6.500 12/01/14 503
1,000 Clermont Co., OH, Hosp. Fac. Rev.
(Mercy Health Sys.) 5.875 09/01/15 1,032
600 Toledo-Lucas Co., OH, Convention Ctr. Rev. 5.700 10/01/15 625
400 Warren, OH, Waterworks Rev. 5.500 11/01/15 414
500 Delaware, OH, CSD GO 5.750 12/01/15 519
500 Ohio St. Higher Educ. Fac. Rev. (Univ.
of Dayton) 6.750 12/01/15 542
1,000 Buckeye Valley, OH, LSD GO 6.850 12/01/15 1,161
500 Cleveland, OH, Waterworks Impt. Rev., Ser. F 6.250 01/01/16 529
750 Columbus-Polaris Hsg. Corp. Rev. 7.400 01/01/16 842
500 Ohio St. Air Quality Dev. Rev., Ser. A
(Ohio Edison) 7.450 03/01/16 521
781 Ohio HFA SFM Rev., Ser. 1991D 7.050 09/01/16 816
226 Ohio HFA SFM Rev., Ser. 1990F 7.600 09/01/16 235
750 Montgomery Co., OH, Hosp. Rev.
(Miami Valley Hosp.) 6.250 11/15/16 800
1,000 Greater Cleveland, OH, Regional Trans.
Auth. GO 4.750 12/01/16 930
815 Butler Co., OH, GO 5.750 12/01/16 849
590 Garfield Heights, OH, Various Purpose GO 7.050 12/01/16 628
1,260 Cleveland, OH, Airport Sys. Rev., Ser. C 5.125 01/01/17 1,227
750 Butler Co., OH, Trans. Impt. Dist., Ser. A 5.125 04/01/17 733
800 Ohio St. Bldg. Auth. Rev. (Adult
Correctional Bldg.) 5.600 04/01/17 820
1,000 Lorain Co., OH, Hosp. Rev. 5.625 09/01/17 1,015
2,000 Toledo, OH, Waterworks Sys. Mtg. Rev. 4.750 11/15/17 1,852
500 Toledo, OH, Sewer Sys. Rev. 6.350 11/15/17 543
1,000 Hamilton Co., OH, Sewer Sys. Impt. Rev.,
Ser. A 5.000 12/01/17 966
1,000 Mason, OH, CSD GO 5.300 12/01/17 1,002
1,000 Rocky River, OH, CSD GO, Ser. 1998 5.375 12/01/17 1,006
1,400 Cuyahoga Co., OH, Util. Sys. Impt. Rev.
(Medical Center Proj.) 5.125 02/15/18 1,358
500 Ohio St. Air Quality Dev. Rev., Ser. 1990B
(Ohio Edison) 7.100 06/01/18 523
1,670 Canton, OH, GO 4.750 12/01/18 1,538
1,000 Hamilton Co., OH, Sales Tax. Rev.
(Football Stadium Proj.) 5.000 12/01/18 955
1,000 Little Miami, OH, LSD GO 5.000 12/01/18 959
1,265 Defiance, OH, Waterworks Sys. GO 5.650 12/01/18 1,305
1,000 S. Euclid-Lyndhurst, OH, CSD GO, Ser. 1996 6.400 12/01/18 1,091
1,000 Cuyahoga Co., OH, Hosp. Rev.
(University Hosp.) 5.400 01/15/19 1,000

</TABLE>
Countrywide Investments 49.
<PAGE>

Ohio Insured Tax-Free Fund (Continued)
Principal Market
Amount Fixed Rate Revenue & Coupon Maturity Value
(000's) General Obligation Bonds -- 89.7% (Continued) Rate Date (000's)

- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

$ 360 Cuyahoga Co., OH, Hosp. Rev.
(University Hosp.) 6.250% 01/15/20 $ 379
720 University of Toledo, OH, General
Receipts Rev. 4.750 06/01/20 657
1,210 Greene Co., OH, Sewer Sys. Rev. 5.125 12/01/20 1,171
1,000 Ohio St. Air Quality Dev. Rev., Ser. 1985A
(Columbus & Southern Power) 6.375 12/01/20 1,066
1,000 Hamilton, OH, CSD GO 5.625 12/01/24 990
1,000 Ohio St. Air Quality Dev. Rev. (Penn. Power) 6.450 05/01/27 1,065
- ---------- ---------
$ 58,147 Total Fixed Rated Revenue & General Obligation Bonds
- ----------
(Amortized Cost $57,971) $ 60,501
---------

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

Principal Market
Amount Floating & Variable Rate Coupon Maturity Value
(000's) Demand Notes -- 5.9% Rate Date (000's)

- -----------------------------------------------------------------------------------------
$ 1,200 Montgomery Co., OH, Ser. 1998A
(Miami Valley Hosp.) 3.450% 07/01/99 $ 1,200
2,800 Columbus, OH, GO Ser. 1 3.650 07/07/99 2,800
- ---------- ---------
$ 4,000 Total Floating & Variable Rate Demand Notes
(Amortized Cost $4,000) $ 4,000
- ---------- ---------

$ 62,147 Total Investments at Value-- 95.6%
(Amortized Cost $61,971) $ 64,501
==========
Other Assets in Excess of Liabilities-- 4.4% 2,976
---------

Net Assets-- 100% $ 67,477
=========
</TABLE>

See accompanying notes to financial statements and notes to portfolios of
investments.

50. Countrywide Investments
<PAGE>

Notes to Portfolios of Investments
June 30, 1999
- --------------------------------------------------------------------------------

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, 1999.

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
RANS - Revenue Anticipation Notes
SFM - Single Family Mortgage
USD - Unified School District

Countrywide Investments 51.
<PAGE>

Report of Independent Public Accountants
- --------------------------------------------------------------------------------

ARTHUR ANDERSEN LLP

LOGO

To the Shareholders and Board of Trustees of Countrywide Tax-Free Trust:

We have audited the accompanying statements of assets and liabilities, including
the portfolios of investments of Countrywide Tax-Free Trust (comprising,
respectively, the Tax-Free Money Fund, California Tax-Free Money Fund, Ohio
Tax-Free Money Fund, Florida Tax-Free Money Fund, Tax-Free Intermediate Term
Fund and Ohio Insured Tax-Free Fund (a Massachusetts business trust) as of June
30, 1999, the related statements of operations for the year then ended, the
statements of changes in net assets for each of the two years then ended and the
financial highlights for the periods indicated thereon. These financial
statements and financial highlights are the responsibility of the Trust's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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, 1999, by correspondence with 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 portfolios constituting the Countrywide Tax-Free Trust as of
June 30, 1999, the results of their operations for the year then ended, the
changes in their net assets for each of the two years then ended, and the
financial highlights for the periods referred above, in conformity with
generally accepted accounting principles.

/s/ Arthur Anderson LLP

Cincinnati, Ohio,
August 6, 1999