RIVERFRONT FUNDS INC, 485BPOS, 1996-01-29

RIVERFRONT FUNDS INC
485BPOS, 1996-01-29

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<PAGE> 1

As filed with the Securities and Exchange Commission
January 29, 1996
1933 Act Registration No. 33-34154
1940 Act File No. 811-6082

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE /x/
SECURITIES ACT OF 1933

Pre-Effective Amendment No. / /

Post-Effective Amendment No. 15 /x/

and

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

Amendment No. 16 /x/

THE RIVERFRONT FUNDS, INC.
(formerly known as The Trust Advisory
Group of Funds, Inc.)
(Exact name of Registrant as specified in Charter)

3435 Stelzer Road, Columbus, Ohio 43219
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number,
including Area Code: (614) 899-4600

Bryan C. Haft
3435 Stelzer Road
Columbus, Ohio 43219
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering:
Immediately upon effectiveness

It is proposed that this filing will become effective:

/ / immediately upon filing pursuant to paragraph (b)
/x/ on February 1, 1996 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

The Registrant has registered an indefinite number or amount of
securities under the Securities Act of 1933 pursuant to Rule 24f-2 under the
Investment Company Act of 1940. A Rule 24f-2 Notice for the Registrant's
fiscal year ended December 31, 1994, was filed on February 23, 1995. A Rule
24f-2 Notice for the fiscal year ended September 30, 1995 for The Riverfront
Stock Appreciation Fund was filed on November 29, 1995.

<PAGE> 2
CROSS-REFERENCE SHEET

THE RIVERFRONT STOCK APPRECIATION FUND

One Fund of
The Riverfront Funds, Inc.

Cross-Reference Sheet pursuant to Rule 481 under the Securities Act of 1933.

<TABLE>
<CAPTION>
Item Number in
Part A of Form N-1A Prospectus Caption

<S> <C>
1 Cover Page

2 Fee Table

3 Financial Highlights; Performance
Data and Advertising

4 Cover Page; The Company and its
Portfolios; The Riverfront Stock
Appreciation Fund -- Investment
Objective and Policies; The
Riverfront Stock Appreciation Fund
-- Risk Factors and Investment
Techniques; Investment Restrictions

5 Company Management and Expenses;
Additional Information

5A Not Applicable

6 The Company and its Portfolios;
Dividends and Taxes; Company Shares;
Pricing Shares

7 How to Buy Shares; Reduced Sales
Charges -- Investor A Shares;
Contingent Deferred
Sales Charge -- Investor B Shares;
Other Purchase Information;
Exchanges; Shareholder Services

8 How to Redeem Shares; How to Buy
Shares

9 Not Applicable
</TABLE>
<PAGE> 3

THE RIVERFRONT FUNDS, INC.

THE RIVERFRONT STOCK APPRECIATION FUND

SUPPLEMENT DATED FEBRUARY 1, 1996, TO
PROSPECTUS DATED OCTOBER 2, 1995

Capitalized terms used in this Supplement have the meaning assigned to them
in the Prospectus.

The fee table on page 5 of the Prospectus is deleted and is replaced with
the following:

<TABLE>
<CAPTION>
INVESTOR A INVESTOR B
SHARES SHARES
---------- ----------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Sales Charge (as a percentage of offering price)............... 4.50%(1) 0%
Deferred Sales Load (as a percentage of original purchase price
or redemption proceeds, as applicable)....................... 0% 4.00%(2)
Estimated Annual Fund Expenses (as a percentage of average net
assets)......................................................
Investment Advisory Fees..................................... .80% .80%
12b-1 Fees..................................................... .25 1.00
Estimated Other Expenses....................................... .71 .71 (3)
---- ----
Estimated Total Fund Operating Expenses........................ 1.76% 2.51%
==== ====
</TABLE>

The Example on page 6 of the Prospectus is deleted and is replaced with the
following:

EXAMPLE(4) -- You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end of each period:

<TABLE>
<CAPTION>
INVESTOR A INVESTOR B
SHARES SHARES
---------- ----------
<S> <C> <C>
One Year............................................... $ 62 $ 65
Three Years............................................ $ 98 $118
Five Years............................................. $136 N/A
Ten Years.............................................. $243 N/A
</TABLE>

You would pay the following expenses on the same investment, assuming no
redemption:

<TABLE>
<CAPTION>
INVESTOR B
SHARES
----------
<S> <C>
One Year.................................................... $ 25
Three Years................................................. $ 78
</TABLE>

The Financial Highlights section on page 7 of the Prospectus is deleted and
is replaced with the following:

FINANCIAL HIGHLIGHTS

The Stock Appreciation Fund is a separate portfolio of the Company. The
following Financial Highlights with respect to each of the fiscal years ending
September 30, 1995, 1994, 1993, 1992, 1991, 1990, 1989 and 1988 and the fiscal
period from commencement of operations (July, 1987) to September 30, 1987, have
been audited by McCurdy & Associates CPA's, Inc., independent auditors of the
MIM Stock Appreciation Fund. The report of McCurdy & Associates CPA's, Inc. on
such Financial Highlights, together with certain financial statements, are
contained in the Stock Appreciation Fund's Statement of Additional Information
and may be obtained by shareholders
<PAGE> 4

and prospective investors. The Financial Highlights for such fiscal years,
except for September 30, 1995, the effective date of the Reorganization, reflect
the operations of the MIM Stock Appreciation Fund prior to the Reorganization.

The per share data below has been restated to reflect the impact of the
change in net asset value of the Stock Appreciation Fund on September 30, 1995
from $17.34 to $10.00.

<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30,
--------------------------------------------------
1995 1994 1993 1992 1991
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD........ $ 8.25 $10.18 $ 7.98 $ 7.70 $ 4.64
Investment Activities
Net investment income..................... (0.07) (0.12) (0.17) (0.08) (0.11)
Net realized and unrealized gain (loss) on
securities............................. 2.14 (1.26) 2.57 1.41 3.17
------- ------ ------ ------ ------
Total from Investment
Operations...................... 2.07 1.38 2.40 1.33 3.06
------- ------ ------ ------ ------
Dividends
From net investment income................ -0- -0- -0- -0- -0-
From net realized gains................... (0.32) (0.55) (0.20) (1.05) -0-
Returns of capital........................ -0- -0- -0- -0- -0-
------- ------ ------ ------ ------
Total Distributions....................... (0.32) (0.55) (0.20) (1.05) -0-
------- ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD.............. $10.00 $ 8.25 $10.18 $ 7.98 $ 7.70
======= ====== ====== ====== ======
TOTAL RETURN................................ 25.12% (13.91)% 30.61% 16.69% 66.04%
ANNUALIZED RATIOS/SUPPLEMENTAL DATA:
Net Assets at End of Period (Millions)...... $44.50 $47.88 $59.33 $28.75 $ 9.60
Ratio of expenses to average net assets..... 2.61% 2.44% 2.47% 2.70% 2.89%
Ratio of net (loss) income to average net
assets... (0.73)% (1.35)% (1.85)% (1.00)% (1.72)%
Portfolio Turnover Rate..................... 197% 254% 216% 288% 240%
</TABLE>

<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30,
-----------------------------------------
1990 1989 1988 1987(1)
------ ----- ------- -------
<S> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD.................. $ 4.86 $4.55 $ 5.81 $5.77
Investment Activities
Net investment income............................... (0.01) 0.11 0.02 0.01
Net realized and unrealized gain (loss) on
securities....................................... (0.21) 0.31 (1.26) 0.04
------ ------ ------- -----
Total from Investment Operations.................... (0.22) 0.42 (1.24) 0.05
------ ------ ------- -----
Dividends
From net investment income.......................... -0- (0.11) (0.01) (0.01)
From net realized gains............................. -0- -0- -0- -0-
Returns of capital.................................. (0.01) -0- (0.01) -0-
------ ------ ------- -----
Total Distributions......................... (0.01) (0.11) (0.02) (0.01)
------ ------ ------- -----
NET ASSET VALUE, END OF PERIOD........................ $4.64 $4.86 $4.55 $5.81
====== ====== ======= =====
TOTAL RETURN.......................................... (4.44)% 9.41% (21.29)% 0.92%
ANNUALIZED RATIOS/SUPPLEMENTAL DATA:
Net Assets at End of Period (Millions)................ $ 4.31 $1.42 $ 1.99 $3.02
Ratio of expenses to average net assets............... 2.76% 3.07% 2.82% 0.53%
Ratio of net (loss) income to average net assets...... (0.62)% 2.25% 0.43% 0.18%
Portfolio Turnover Rate............................... 185% 71% 207% 0%

</TABLE>

- ---------------
(1) Commenced operations July, 1987.

INVESTORS SHOULD RETAIN THIS SUPPLEMENT
WITH THE PROSPECTUS FOR FUTURE REFERENCE

2
<PAGE> 5

THE RIVERFRONT FUNDS, INC.
THE RIVERFRONT STOCK APPRECIATION FUND
PROSPECTUS DATED OCTOBER 2, 1995

The Riverfront Funds, Inc. ("the Company") is an open-end management
investment company which currently issues six series of shares (individually, a
"Portfolio" and collectively, the "Portfolios"), each having a different
investment objective and investing in a different portfolio of securities. The
Portfolios offered by the Company are: The Riverfront U.S. Government Securities
Money Market Fund, The Riverfront U.S. Government Income Fund, The Riverfront
Income Equity Fund, The Riverfront Ohio Tax-Free Bond Fund, The Riverfront
Flexible Growth Fund and The Riverfront Stock Appreciation Fund.

The Company offers only The Riverfront Stock Appreciation Fund (the "Stock
Appreciation Fund") by this prospectus. The Stock Appreciation Fund seeks as its
investment objective capital growth. There can be no assurance that the Stock
Appreciation Fund's objective will be achieved.

The Portfolios, including the Stock Appreciation Fund, are offered to both
customers of The Provident Bank ("Provident"), including personal trust,
employee benefit, agency and custodial clients, and to the general public.
Provident is a wholly owned subsidiary of Provident Bancorp, Inc. ("PBI").
Provident, directly or through one or more sub-investment advisers, serves as
investment adviser to each of the Portfolios.

SHARES OF THE STOCK APPRECIATION FUND ARE NOT DEPOSITS OF, OR OBLIGATIONS OF,
OR GUARANTEED OR ENDORSED BY, PROVIDENT, PBI, OR ANY OF THEIR AFFILIATES, AND
ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. AN INVESTMENT IN THE STOCK
APPRECIATION FUND INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF
PRINCIPAL. THE VALUE OF THE STOCK APPRECIATION FUND'S SHARES MAY FLUCTUATE, AND
WHEN REDEEMED THEIR VALUE MAY BE HIGHER OR LOWER THAN THE AMOUNT ORIGINALLY PAID
BY THE PURCHASER.

This prospectus relates only to the Stock Appreciation Fund and sets forth
concisely information that a prospective investor should know about such Fund
before investing. Investors should read and retain this prospectus for future
reference. Additional information about the Company and the Stock Appreciation
Fund is contained in a Statement of Additional Information and Appendix thereto
dated as of the date hereof, which has been filed with the Securities and
Exchange Commission (the "Commission") and is incorporated by reference into
this prospectus. For a free copy, or for other information about the Company and
its Portfolios, write to the address or call the telephone number listed below.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

As of September 30, 1995, pursuant to an Agreement and Plan of Reorganization
and Liquidation (the "Plan") with MIM Mutual Funds, Inc., a Maryland corporation
("MIM"), the Stock Appreciation Fund acquired all of the assets of each of the
Stock

(Continued on next page.)
<PAGE> 6

Appreciation Fund and the Stock Growth Fund of MIM (collectively, the "Acquired
Funds"), in exchange for the assumption of such Acquired Funds' stated
liabilities and a number of full and fractional Investor A shares of the Stock
Appreciation Fund having an aggregate net asset value equal to such Acquired
Funds' net assets (the "Reorganization"). The Reorganization was approved by the
shareholders of the Acquired Funds at a Special Shareholders Meeting held on
September 27, 1995.

The Company is designed to enable investors to pursue financial goals through
a choice of portfolios.

For Information Contact:
THE RIVERFRONT FUNDS, INC.
ONE EAST FOURTH STREET
CINCINNATI, OHIO 45202
CALL TOLL FREE 1-800-424-2295

The Company also offers by separate prospectuses The Riverfront U.S.
Government Securities Money Market Fund (the "Money Market Fund"), The
Riverfront U.S. Government Income Fund (the "Income Fund"), The Riverfront
Income Equity Fund (the "Income Equity Fund"), The Riverfront Ohio Tax-Free Bond
Fund (the "Tax-Free Fund"), and The Riverfront Flexible Growth Fund (the
"Flexible Growth Fund"). For more information about the Money Market Fund, the
Income Fund, the Income Equity Fund, the Tax-Free Fund or the Flexible Growth
Fund, please write to the address or call the telephone number listed above.
Each Portfolio of the Company, other than the Money Market Fund, offers two
classes of shares. This prospectus describes the two classes of shares of the
Stock Appreciation Fund--Investor A shares and Investor B shares.

<TABLE>
<CAPTION>
TABLE OF CONTENTS Page
<S> <C>
Prospectus Summary 3
Fee Table 5
Financial Highlights 7
The Company and its Portfolios 8
The Riverfront Stock Appreciation Fund 8
Investment Restrictions 10
Pricing Shares 11
How to Buy Shares 12
Sales Charges 14
Reduced Sales Charges -- Investor A
Shares 15
Contingent Deferred Sales Charge --
Investor B Shares 17
Other Purchase Information 19
Exchanges 20
How to Redeem Shares 21
Shareholder Services 23
Dividends and Taxes 23
Company Management and Expenses 25
Performance Data and Advertising 30
Company Shares 30
Additional Information 31
</TABLE>

2
<PAGE> 7

PROSPECTUS SUMMARY

<TABLE>
<S> <C>
Shares Offered................ Investor A and Investor B shares of capital stock, $0.001 par
value, of The Riverfront Stock Appreciation Fund, one sepa-
rate series (the "Stock Appreciation Fund") of The Riverfront
Funds, Inc., a Maryland corporation (the "Company").

Offering Price................ The public offering price of Investor A shares of the Stock
Appreciation Fund is equal to the net asset value per share
plus a sales charge equal to 4.50% of the public offering
price (4.71% of the net amount invested), reduced on
investments of $100,000 or more (See "Sales Charges--Investor
A Shares"). Under certain circumstances, the sales charge may
be eliminated (See "Reduced Sales Charges--Investor A
Shares").

The public offering price of Investor B shares of the Stock
Appreciation Fund is equal to the net asset value per share,
but investors may be subject to a contingent deferred sales
charge ranging from 4% to 1% when Investor B shares are
redeemed within the first six years after purchase.

Minimum Purchase.............. $1,000 minimum initial investment with $100 minimum subse-
quent investments. Such minimum initial and subsequent
investments are waived for employees of The Provident Bank and
the Stock Appreciation Fund's distributor. Investor B shares
may only be purchased in an amount of less than $100,000.

Type of Company............... The Stock Appreciation Fund is a diversified series of the
Company, an open-end, management investment company.

Investment Objective.......... Capital growth.

Investment Policy............. Under normal market conditions, the STOCK APPRECIATION FUND
will invest at least 65% of its total assets in a portfolio of
common stocks that, in the opinion of Provident based upon its
analysis of various fundamental and technical standards, have
appreciation potential.
</TABLE>

3
<PAGE> 8

<TABLE>
<S> <C>
Risk Factors and Investment
Techniques.................. An investment in the Stock Appreciation Fund is subject to
certain risks, as set forth in detail under "Risk Factors and
Investment Techniques." As with other mutual funds, there can
be no assurance that the Stock Appreciation Fund will achieve
its investment objective. The Stock Appreciation Fund, to the
extent set forth under "Risk Factors and Investment
Techniques," may engage in the following practices: the use of
repurchase agreements and investing in warrants and foreign
securities through the purchase of American Depositary Re-
ceipts.

Investment Adviser............ The Provident Bank ("Provident").

Dividends..................... Dividends from net income are declared and generally paid
monthly. Net realized capital gains are distributed at least
annually.

Distributor................... BISYS Fund Services Limited Partnership (the "Distributor").
</TABLE>

4
<PAGE> 9

FEE TABLE

The purpose of the fee table is to assist investors in understanding the costs
and expenses that an investor in the Stock Appreciation Fund will bear directly
or indirectly. Such costs and expenses do not include any fees charged by
Provident or any of its affiliates to its customers' accounts which may have
invested in shares of the Stock Appreciation Fund. For more complete
descriptions of the various costs and expenses, see the following sections of
this prospectus: "Company Management and Expenses," "How to Buy Shares," "Sales
Charges," "Reduced Sales Charges--Investor A Shares," "Distribution Plans" and
"Shareholder Services."

<TABLE>
<CAPTION>
INVESTOR A INVESTOR B
SHARES SHARES
---------- ----------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Sales Charge (as a percentage of offering price)........................ 4.50%(1) 0%
Deferred Sales Load (as a percentage of original purchase price or
redemption proceeds, as applicable)................................... 0% 4.00%(2)
ESTIMATED ANNUAL FUND EXPENSES
(as a percentage of average net assets)
Investment Advisory Fees................................................ .80% .80%
12b-1 Fees.............................................................. .25 1.00
Estimated Other Expenses................................................ .67 .67(3)
---------- ----------
Estimated Total Fund Operating Expenses................................. 1.72% 2.47%
========= =========
<FN>

- ------------
(1) The sales charge applied to purchases of Stock Appreciation Fund shares
declines as the amount invested increases. In addition, all or a portion of
the sales charge may be waived by the Distributor on certain sales of
shares. See "Sales Charges--Investor A Shares" and "Reduced Sales
Charges--Investor A Shares."
(2) A contingent deferred sales load ranging from 4% to 1% is charged with
respect to Investor B shares redeemed within the first six years after
purchase. See "Contingent Deferred Sales Charges--Investor B Shares" below.
(3) "Other Expenses" are based upon estimated amounts for the current fiscal
year.

</TABLE>

5
<PAGE> 10

EXAMPLE(4)

You would pay the following expenses on a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the end of each period:

<TABLE>
<CAPTION>
INVESTOR A INVESTOR B
SHARES SHARES
---------- ----------
<S> <C> <C>
One Year........................................................... $ 62 $ 65
Three Years........................................................ $ 97 $117
Five Years......................................................... $134 N/A
Ten Years.......................................................... $239 N/A
</TABLE>

You would pay the following expenses on the same investment, assuming no
redemption:

<TABLE>
<CAPTION>
INVESTOR B
SHARES
----------
<S> <C> <C>
One Year........................................................... $ 25
Three Years........................................................ $ 77

<FN>
- ------------
(4) The Securities and Exchange Commission requires use of a 5% annual return
figure for purposes of the example. Actual return for the Stock Appreciation
Fund may be greater or less than 5%.

</TABLE>

AMOUNTS SHOWN IN THE EXAMPLES ABOVE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES; ACTUAL EXPENSES MAY BE GREATER OR
LESS THAN THOSE SHOWN. The above expenses and examples reflect current fees. As
a result of the payment of sales loads and Rule 12b-1 fees, long-term
shareholders may pay more than the maximum front-end sales charge permitted by
the Rules of the National Association of Securities Dealers, Inc. (the "NASD").
The NASD has adopted rules which generally limit the aggregate of any sales
charges paid and payments under the Stock Appreciation Fund's Investor A and
Investor B Distribution Plans to 6.25% of total new gross sales, plus interest.
The Stock Appreciation Fund would stop accruing payments under a Distribution
Plan if, to the extent, and for as long as, such limit would otherwise be
exceeded.

The information set forth in the foregoing Fee Table and examples relates
to the Investor A and Investor B Shares of the Stock Appreciation Fund. The two
classes of shares are subject to the same expenses except that the level of Rule
12b-1 fees and transfer agent fees paid by the holders of Investor A shares and
Investor B shares differs.

6
<PAGE> 11

FINANCIAL HIGHLIGHTS

The Stock Appreciation Fund is a separate portfolio of the Company. The
following Financial Highlights with respect to each of the fiscal years ending
September 30, 1994, 1993, 1992, 1991, 1990, 1989 and 1988 and the fiscal period
from commencement of operations (July, 1987) to September 30, 1987, have been
audited by McCurdy & Associates CPA's, Inc., independent auditors of the MIM
Stock Appreciation Fund. The report of McCurdy & Associates CPA's, Inc. on such
Financial Highlights, together with certain financial statements, are contained
in the Stock Appreciation Fund's Statement of Additional Information and may be
obtained by shareholders and prospective investors. The Financial Highlights for
such fiscal years and for the period from October 1, 1994 through March 31,
1995, reflect the operations of the MIM Stock Appreciation Fund prior to the
Reorganization.

<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30,
-----------------------------------------------------------------------------------------------
PERIOD ENDED
MARCH 31,
1995
(UNAUDITED) 1994 1993 1992 1991 1990 1989 1988 1987 (1)
-------------- ------ ------ ------ ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD..... $14.30 $17.64 $13.82 $13.35 $ 8.04 $ 8.43 $ 7.89 $10.08 $10.00
Investment Operations
Net investment
income.............. -0- (0.20) (0.29) (0.14) (0.19) (0.01) 0.19 0.03 0.01
Net realized and
unrealized gain
(loss) on
investments......... (0.05) (2.18) 4.45 2.44 5.50 (0.36) 0.54 (2.18) 0.08
------- ------ ------ ------ ------ ------ ------ ------ -------
Total from Investment
Operations.............. (0.05) (2.38) 4.16 2.30 5.31 (0.37) 0.73 (2.15) 0.09
------- ------ ------ ------ ------ ------ ------ ------ -------
Dividends (from net
investment income)...... -0- -0- -0- -0- -0- -0- (0.19) (0.03) (0.01)
Distributions (from
Capital Gains).......... -0- (0.96) (0.34) (1.83) -0- -0- -0- -0- -0-
Returns of Capital........ -0- -0- -0- -0- -0- (0.02) -0- (0.01) -0-
------- ------ ------ ------ ------ ------ ------ ------ -------
Total Distributions....... -0- (0.96) (0.34) (1.83) -0- (0.02) (0.19) (0.04) (0.01)
------- ------ ------ ------ ------ ------ ------ ------ -------
NET ASSET VALUE,
END OF PERIOD........... $14.25 $14.30 $17.64 $13.82 $13.35 $ 8.04 $ 8.43 $ 7.89 $10.08
=============== ======= ======= ======= ======= ======= ======= ======= =======
TOTAL RETURN.............. (0.35%) (13.91%) 30.61% 16.69% 66.04% (4.44%) 9.41% (21.29%) 0.92%
ANNUALIZED RATIOS/
SUPPLEMENTAL DATA:
Net Assets at End of
Period (Millions)... $38.36 $47.88 $59.33 $28.75 $ 9.60 $ 4.31 $ 1.42 $ 1.99 $ 3.02
Ratio of expenses to
average net assets.. 2.54%(2) 2.44% 2.47% 2.70% 2.89% 2.76% 3.07% 2.82% 0.53%
Ratio of net income to
average net assets.. 0%(2) (1.35%) (1.85%) (1.00%) (1.72%) (0.62%) 2.25% 0.43% 0.18%
Portfolio Turnover Rate... 216%(2) 254% 216% 288% 240% 185% 71% 207% 0%

<FN>

- ------------
(1) Commenced operations July, 1987.
(2) Annualized.

</TABLE>

7
<PAGE> 12

THE COMPANY AND ITS PORTFOLIOS

The Riverfront Funds, Inc. is an open-end management investment company,
commonly known as a mutual fund (the "Company"), registered under the Investment
Company Act of 1940, as amended (the "1940 Act"). The Company currently offers
six series of shares of capital stock (individually, a "Portfolio" and
collectively the "Portfolios"), including the Stock Appreciation Fund. The Stock
Appreciation Fund is diversified. The other Portfolios of the Company are The
Riverfront U.S. Government Securities Money Market Fund, The Riverfront U.S.
Government Income Fund, The Riverfront Income Equity Fund, The Riverfront Ohio
Tax-Free Bond Fund and The Riverfront Flexible Growth Fund. The Company was
incorporated in Maryland on March 27, 1990.

THE RIVERFRONT STOCK APPRECIATION FUND

INVESTMENT OBJECTIVE AND POLICIES

The Stock Appreciation Fund seeks as its investment objective capital growth.
The Stock Appreciation Fund seeks such objective by investing in common stocks
which, in the opinion of Provident, upon review of certain fundamental and
technical standards of selection, have appreciation potential. Fundamental
investment criteria include, but are not limited to, earnings figures, price to
earnings ratios, debt to equity ratios, and the general growth prospects of the
issuer. Technical selection considerations may include, but are not limited to,
relative stock price strength and magnitude of trading volume. In addition, the
Stock Appreciation Fund generally acquires common stocks of issuers with market
capitalizations between $100 million and $2 billion. However, Provident is not
obligated to conform to any particular fundamental or technical standard of
selection, to the ranking of such standards or to any particular level of market
capitalization. Standards of selection and their ranking and the level of market
capitalization will vary according to Provident's judgement.

PRINCIPAL INVESTMENTS

The Stock Appreciation Fund, under normal market conditions, will have
substantially all, but in no event less than 65%, of its total assets invested
in such common stocks regardless of the movement of stock prices generally. It
is expected that such common stocks will normally be traded on exchanges or
established over-the-counter markets.

OTHER ELIGIBLE INVESTMENTS

While the Stock Appreciation Fund intends to invest as fully as possible in
common stocks as described above, for cash management purposes, the Stock
Appreciation Fund may also invest under normal market conditions up to 35% of
its total assets in the following securities: (1) bankers' acceptances which are
guaranteed by U.S. commercial banks having total assets at the time of purchase
in excess of $1.5 billion; (2) certificates of deposit of domestic and foreign
branches of U.S. banks which are members of the Federal Reserve System or the
Federal Deposit Insurance Corporation and have total assets at the time of
purchase in excess of $1.5 billion; (3) commercial paper (including master
demand notes) rated in the highest rating category by a nationally recognized
statistical rating organization (an "NRSRO") (e.g., "A-1" from Moody's Investor
Services or "P-1" from Standard & Poor's Corporation, including all
sub-classifications indicated by a "plus" or "minus" sign), (4) repurchase
agreements; (5) short-term U.S. Government securities; and (6) corporate
obligations with remaining

8
<PAGE> 13

maturities of one year or less and rated in one of the three highest rating
categories by an NRSRO. (Items (1) through (6) are hereafter referred to as
"Short-Term Securities.") For expanded descriptions of such Short-Term
Securities, see "INVESTMENT OBJECTIVES AND POLICIES -- Additional Information on
Portfolio Instruments" in the Stock Appreciation Fund's Statement of Additional
Information. When, in Provident's opinion, market conditions warrant, Provident
may invest up to 100% of the Stock Appreciation Fund's total assets for
temporary defensive purposes in such Short-Term Securities. During any such
defensive period, the Stock Appreciation will not be able to pursue its
investment objective.

The Stock Appreciation Fund is authorized to enter into repurchase agreements,
to invest no more than 5% of its net assets in warrants, to acquire securities
of other investment companies and to acquire foreign securities through American
Depositary Receipts ("ADRs"). For expanded descriptions of these investment
techniques, see below under "Risk Factors and Investment Techniques."

RISK FACTORS AND INVESTMENT TECHNIQUES

The risk inherent in investing in the Stock Appreciation Fund is that risk
common to any security, that the net asset value will fluctuate in response to
changes in economic conditions, interest rates and the market's perception of
the underlying securities of such Fund, and there can be no assurance that the
Stock Appreciation Fund will achieve its investment objective. In addition, the
Stock Appreciation Fund may engage in any one or more of the following
investment techniques, as set forth below.

Foreign Securities. American Depositary Receipts ("ADRs") are U.S. dollar
denominated receipts issued generally by domestic banks and representing the
deposit with the bank of a security of a foreign issuer. ADRs are publicly
traded on exchanges or over the counter in the United States. ADRs do not
eliminate all the risk inherent in investing in the securities of foreign
issuers. However, by investing in ADRs the Stock Appreciation Fund avoids
currency risks during the settlement period. Also, generally the information
available on ADRs is subject to the accounting auditing and financial reporting
standards of the domestic market or exchange on which they are traded; these
standards are more uniform and more exacting than those to which many foreign
issuers may be sub-

9
<PAGE> 14

ject. The Stock Appreciation Fund may acquire both sponsored and unsponsored
ADRs. Unsponsored ADRs may be less liquid than sponsored ADRs and there may be
less information available regarding the underlying foreign issuer for
unsponsored ADRs.

Investment in ADRs is subject to special risks, such as future adverse
political and economic developments, possible seizure, nationalization, or
expropriation of foreign investments, less stringent disclosure requirements,
the possible establishment of exchange controls or taxation at the source, or
the adoption of other foreign governmental restrictions and may be affected
favorably or unfavorably by changes in the value of foreign currencies against
the U.S. dollar.

Securities of Other Investment Companies. The Stock Appreciation Fund may
acquire securities of other companies for the purposes of achieving its
investment objectives. The Stock Appreciation Fund may invest in securities of
other investment companies within the limits prescribed by the 1940 Act, which
include, subject to certain exceptions, limiting its investment to (1) no more
than 5% of its total assets in the securities of any one investment company, (2)
no more than 3% of the securities of any investment company, and (3) no more
than 10% of the value of its total assets in such securities. Investment
companies in which the Stock Appreciation Fund may invest may impose a sales or
distribution charge in connection with the purchase or redemption of their
shares as well as other types of commissions or charges. Such investment
companies may charge management and other fees which will be borne by the Stock
Appreciation fund. Such charges will be payable by the Stock Appreciation Fund
and, therefore, will be borne indirectly by its shareholders.

FUNDAMENTAL NATURE OF INVESTMENT OBJECTIVE

The investment objective of the Stock Appreciation Fund set forth above is
fundamental and may not be changed without the vote of the holders of a majority
of such Fund's outstanding voting securities (as defined below under "COMPANY
SHARES").

PORTFOLIO TURNOVER

The portfolio turnover rate for the Stock Appreciation Fund is expected to be
less than 200%. The portfolio turnover rate for the Stock Appreciation Fund may
vary greatly from year to year as well as within a particular year, and may also
be affected by cash requirements for redemptions of shares. A high portfolio
turnover will generally result in higher brokerage commissions and other
transaction costs, which would be borne directly by the Stock Appreciation Fund,
as well as additional realized gains/losses to its shareholders.

INVESTMENT RESTRICTIONS

The Stock Appreciation Fund has adopted the following restrictions and
policies relating to the investment of its assets. These restrictions and
policies are fundamental and may not be changed without the approval of the
holders of a majority of such Fund's outstanding voting securities.

The Stock Appreciation Fund may not:

1. Purchase securities of any one issuer (except securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities and
repurchase agreements involving such securities) if as a result more than 5% of
the total assets of the Stock Appreciation Fund would be invested in the
securities of such issuer or the Stock Appreciation Fund would hold more than
10% of the

10
<PAGE> 15

outstanding voting securities of such issuer. This restriction applies to 75% of
the Stock Appreciation Fund's total assets.

2. Purchase any securities which would cause 25% or more of the Stock
Appreciation Fund's total assets at the time of purchase to be invested in
securities of one or more issuers conducting their principal business activities
in the same industry, provided that (a) there is no limitation with respect to
obligations issued or guaranteed by the U.S. Government or its agencies or
instrumentalities and repurchase agreements secured by obligations of the U.S.
Government or its agencies or instrumentalities; (b) wholly owned finance
companies will be considered to be in the industries of their parents if their
activities are primarily related to financing the activities of their parents;
and (c) utilities will be divided according to their services. For example, gas,
gas transmission, electric and gas, electric, and telephone will each be
considered a separate industry.

3. Borrow money or issue senior securities, except that the Stock Appreciation
Fund may borrow from banks or enter into reverse repurchase agreements for
temporary purposes in amounts up to one-third of its total assets at the time of
such borrowing, and except as permitted pursuant to appropriate exemptions from
the 1940 Act. The Stock Appreciation Fund will not purchase securities while its
borrowings (including reverse repurchase agreements) exceed 5% of its total
assets.

4. Make loans, except that the Stock Appreciation Fund may purchase or hold
debt instruments and lend portfolio securities in accordance with its investment
objective and policies, make time deposits with financial institutions, and
enter into repurchase agreements.

The following additional investment restriction of the Stock Appreciation Fund
is non-fundamental and may be changed by the Company's Board of Directors
without shareholder approval. The Fund may not:

1. Purchase or otherwise acquire any securities, if as a result, more than 15%
of its net assets would be invested in securities that are illiquid.

In addition to the above investment restrictions, the Stock Appreciation Fund
is subject to certain other investment restrictions set forth under "INVESTMENT
OBJECTIVE AND POLICIES -- Investment Restrictions" in the Stock Appreciation
Fund's Statement of Additional Information.

PRICING SHARES

The net asset value per share of the Stock Appreciation Fund is computed each
day on which the New York Stock Exchange (the "Exchange") is open as of the
close of trading on the Exchange (currently 4:00 p.m. Eastern time for the
purpose of pricing Fund shares) (the "Valuation Time") except on days when
changes in the value of the Stock Appreciation Fund's securities do not affect
the current net asset value of its shares or on days during which no shares are
tendered for redemption and no orders to purchase shares are received. The
Exchange is currently closed on weekends, New Year's Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The net asset value per share for a particular class of the Stock
Appreciation Fund is determined by valuing the Stock Appreciation Fund's assets
allocable to such class, subtracting its liabilities allocable to such class and
any liabilities charged directly to that class and dividing the result by the
number of its shares of that class outstanding.

11
<PAGE> 16

Portfolio securities of the Stock Appreciation Fund listed on an exchange are
valued on the basis of the last quoted sale price on the exchange where such
securities are principally traded on the valuation date, prior to the close of
trading on the exchange, or, in the absence of any sales, at the mean of the bid
and asked price on such principal exchange prior to the close of trading on the
exchange. Other securities and instruments for which market quotations are not
readily available are valued at fair value, as determined in good faith by the
Board of Directors. Securities held by the Stock Appreciation Fund may be valued
on the basis of independent pricing services approved by the Board of Directors,
which use information with respect to transactions in such securities,
quotations from dealers, market transactions in comparable securities and
various relationships between securities in determining value.

HOW TO BUY SHARES

Shares of the Stock Appreciation Fund are offered on each day on which the
Exchange is open for business.

Orders for the purchase of the shares of the Stock Appreciation Fund will be
confirmed at the offering price, which is the net asset value per share next
computed after the Company receives the purchase order in proper form, plus any
applicable sales charge. Therefore, orders for shares of the Stock Appreciation
Fund received by the Company prior to the close of the Exchange will receive the
offering price computed at the close of trading on the Exchange on the same day.
Orders received after that day's close of trading on the Exchange will receive
the next business day's offering price. A confirmation will be sent by the
Transfer Agent for every new purchase. No certificates are issued.

GENERAL

There is a $1,000 minimum initial purchase requirement for both Investor A and
Investor B shares of the Stock Appreciation Fund and a $100 minimum subsequent
purchase requirement (except for reinvestment of dividends and distributions).
The initial and subsequent minimum investment amounts have been waived for
employees of Provident and the Distributor. The minimum initial purchase
requirement is lowered for purchases by IRAs. Shareholders receiving banking or
other services from Provident or its affiliates will be charged the usual and
customary fees for such services even if such services include the purchase of
the Stock Appreciation Fund's shares. However, a shareholder who maintains an
investment balance of $10,000 or more in the Stock Appreciation Fund and has
either a Provident Advantage or Provident Silver Advantage checking account will
be eligible to have his/her monthly service charge waived on his/her respective
Advantage account (one per customer). If a balance of $30,000 or more is
maintained in the Stock Appreciation Fund by a shareholder, the monthly service
charge on a Premier Advantage checking account will be waived.

Shares may be purchased through the Distributor. The Distributor is located at
3435 Stelzer Road, Columbus, Ohio 43219. Shares also may be purchased through
other broker-dealers, including broker-dealers affiliated with the Company,
Provident and the Distributor. In the case of an order for the purchase of
shares placed through a broker-dealer, the applicable public offering price will
be the net asset value as so determined, plus any applicable sales charge, but
only if the broker-dealer receives the order prior to

12
<PAGE> 17

the Valuation Time for that day and transmits it to the Distributor prior to the
Valuation Time for that day. The broker-dealer is responsible for transmitting
such orders promptly. If the broker-dealer fails to do so, the investor's right
to that day's closing price must be settled between the investor and the
broker-dealer. If the broker-dealer receives the order after the Valuation Time
for that day, the price will be based on the net asset value determined as of
the Valuation Time for the next business day.

Shares may also be purchased through procedures established by the Distributor
in connection with the requirements of qualified accounts maintained by or on
behalf of certain persons ("Customers") by Provident or its correspondent or
affiliated banks (collectively, the "Banks").

Shares of the Stock Appreciation Fund sold to the Banks acting in a fiduciary,
advisory, custodial (other than for IRAs), agency, or other similar capacity on
behalf of Customers will normally be held of record by the Banks. With respect
to shares of the Stock Appreciation Fund so sold, it is the responsibility of
the particular Bank to transmit purchase or redemption orders to the Distributor
and to deliver federal funds for purchase on a timely basis. Beneficial
ownership of shares will be recorded by the Banks and reflected in the account
statements provided by the Banks to Customers. A Bank will exercise voting
authority for those shares for which it is granted authority by the Customer.

In addition, an account for the purchase of shares of the Stock Appreciation
Fund may be opened by mailing to the Company, c/o The Provident Bank, Mutual
Fund Services, P.O. Box 14967, Cincinnati, Ohio 45202-0967, a completed account
application and a check made payable to the Stock Appreciation Fund for $1,000
or more. An account may also be opened by contacting The Provident Bank, Mutual
Fund Services, at 1-800-424-2295, to obtain the number of an account to which
wire or electronic funds transfer ("EFT") can be made and by sending in a
completed account application. Subsequent investments in the Stock Appreciation
Fund in the minimum amount of $100 may be made by check, by wiring federal funds
or by an EFT.

If payment is made by federal funds wire, funds must be received by 3:00 p.m.,
Eastern time, on the next business day following the order. Purchases of shares
of the Stock Appreciation Fund may be made by wiring the Stock Appreciation
Fund's custodian in accordance with the following procedures:

1. Telephone Provident at 1-800-424-2295 and specify the Portfolio in which
the investment is to be made, provide the name, address, telephone number and
tax identification number of the investor, the amount being wired and by which
bank. Provident will then provide the investor with a Portfolio account number.

2. The bank wiring the funds to be invested must designate the Portfolio
account number which Provident has assigned to the investor and wire the federal
funds to:

The Provident Bank/Cincinnati
ABA: 042000424
Mutual Fund Services
for further credit to:
Fund
of The Riverfront Funds
Account Number
Account Name

The Company and the Distributor reserve the right to reject any order for the
purchase of shares in whole or in part, including purchases made with foreign or
third party

13
<PAGE> 18

drafts or checks, or to limit or suspend without prior notice the offering of
the Stock Appreciation Fund's shares.

SALES CHARGES

INVESTOR A SHARES

There is a sales charge imposed at the time of purchase of the Stock
Appreciation Fund's Investor A shares which is a percentage of the offering
price. The sales charge is paid to the Distributor which in turn may reallow all
or a portion of the sales charge to other broker-dealers. The applicable sales
charges are as follows:

SALES CHARGE SCHEDULE

<TABLE>
<CAPTION>
CONCESSION
AS A % TO DEALERS
AS A % OF OF NET AS A % OF
OFFERING AMOUNT OFFERING
AMOUNT OF PURCHASE PRICE INVESTED* PRICE
- ----------------------- --------- --------- ----------
<S> <C> <C> <C>
Under $100,000......... 4.50% 4.71% 4.00%
$100,000--$249,999..... 3.50% 3.63% 3.00%
$250,000--$499,999..... 2.50% 2.56% 2.00%
$500,000--$999,999..... 1.50% 1.52% 1.00%
$1,000,000 and over.... 0.0% 0.0% 0.0%

<FN>

- ------------
* Rounded to the nearest one-hundredth percent.

</TABLE>

The Sales Charge Schedule is applicable to (1) purchases of Investor A shares
of the Stock Appreciation Fund and any other Portfolio sold with a sales charge
(a "Load Portfolio") made at one time, (2) concurrent purchases of Investor A
shares (see "Concurrent Purchases"), or (3) purchases of Investor A shares made
pursuant to Rights of Accumulation or Letters of Intent by any purchaser
("Purchaser"), which includes the following persons: an individual; an
individual, his or her spouse and children under the age of 21; a trustee or
other fiduciary of a single trust estate or single fiduciary account established
for their benefit; an organization exempt from federal income tax under Section
501(c)(3) or (13) of the Internal Revenue Code of 1986 (the "Code"); a pension,
profit-sharing or other employee benefit plan whether or not qualified under
Section 401 of the Code; or other organized groups of persons, whether
incorporated or not, provided the organization has been in existence for at
least six months and has some purpose other than the purchase of redeemable
securities of a registered investment company at a discount. In order to qualify
for a lower sales charge, all orders from an organized group will have to be
placed through a single investment dealer or other firm and identified as
originating from a qualifying Purchaser.

INVESTOR B SHARES

Investor B shares may only be purchased in amounts of less than $100,000.
There is no sales charge imposed upon purchases of Investor B shares, but
investors may be subject to a contingent deferred sales charge ranging from 4%
to 1% when Investor B shares are redeemed within the first six years after
purchase. See "CONTINGENT DEFERRED SALES CHARGE--Investor B Shares" below.

GENERAL

Upon written notice to dealers with whom it has dealer agreements, the
Distributor may reallow up to the full applicable sales charge. Dealers to whom
more than 90% of the entire sales charge is reallowed may be deemed to be
underwriters as that term is defined under the Securities Act of 1933.

The Distributor, at its expense, will also provide additional compensation to
dealers in connection with sales of shares of the Stock Appreciation Fund. Such
compensation will include financial assistance to dealers in connection with
conferences, sales or training programs for their employees, seminars for the
public, advertising campaigns regarding one or more Portfolios of the Company,

14
<PAGE> 19

and/or other dealer/sponsored special events. In some instances, this
compensation will be made available only to certain dealers whose
representatives have sold a significant amount of such shares. Compensation will
include payment for travel expenses, including lodging, incurred in connection
with trips taken by invited registered representatives and members of their
families to locations within or outside of the United States for meetings or
seminars of a business nature. Compensation will also include the following
types of non-cash compensation offered through sales contests: (1) vacation
trips, including the provision of travel arrangement and lodging at luxury
resorts at an exotic location, (2) tickets for entertainment events (such as
concerts, cruises and sporting events) and (3) merchandise (such as clothing,
trophies, clocks and pens). Dealers may not use sales of the Stock Appreciation
Fund's shares to qualify for this compensation to the extent such may be
prohibited by the laws of any state or any self-regulatory agency, such as the
NASD. None of the aforementioned compensation is paid for by the Stock
Appreciation Fund or its shareholders.

Provident Securities, Inc., an affiliate of Provident ("PSI"), will pay
additional compensation to dealers not to exceed 4.0% of the offering price per
share on all sales of Investor B shares as an expense of PSI for which PSI will
be reimbursed by the Distributor under the Investor B Plan or upon receipt of a
contingent deferred sales charge. Any additional consideration or incentive
program may be terminated at any time by the Distributor.

REDUCED SALES CHARGES--INVESTOR A SHARES

The sales charges set forth in the Sales Charge Schedule set forth above may
be reduced as follows:

CONCURRENT PURCHASES

For purposes of qualifying for a reduced sales charge, a Purchaser may combine
concurrent direct purchases of the Stock Appreciation Fund's Investor A shares
sold with a sales load and Investor A shares of any other Load Portfolio.

RIGHTS OF ACCUMULATION

In calculating the sales charge applicable to current purchases of the Stock
Appreciation Fund's Investor A shares, a Purchaser is entitled to accumulate
current purchases with the current value of previously purchased Investor A
shares of the Stock Appreciation Fund or the other Load Portfolios and which are
still held by the Purchaser. As an example, if a Purchaser held Investor A
shares of the Stock Appreciation Fund valued at $100,000 in aggregate and
purchased an additional $5,000 of Investor A shares of the Stock Appreciation
Fund, the sales charge for the $5,000 purchase would be 3.50% as indicated in
the Sales Charge Schedule applicable to a $105,000 purchase. The Distributor
must be notified at the time of purchase that a Purchaser is entitled to a
reduced sales charge which will be granted subject to confirmation of the
Purchaser's holdings. Rights of Accumulation may be modified or discontinued at
any time.

LETTER OF INTENT

A Purchaser may qualify for a reduced sales charge on a purchase of Investor A
shares of the Stock Appreciation Fund alone or in combination with purchases of
Investor

15
<PAGE> 20

A shares of any of the other Load Portfolios by completing the Letter of Intent
section of the application. By doing so, the Purchaser agrees to invest within a
thirteen-month period a specified amount which, if invested at one time, would
qualify for a reduced sales charge. Each purchase will be made at a public
offering price applicable to a single transaction in the dollar amount specified
on the application, as described herein, after receipt of the Letter of Intent
by the Distributor. The Letter of Intent does not obligate the Purchaser to
purchase, nor the Company to sell, the amount indicated.

The Letter of Intent may be back-dated up to ninety days so that any
investments made in any of the Load Portfolios during the preceding ninety day
period, valued at the Purchaser's cost, can be applied toward fulfillment of the
Letter of Intent. However, there will be no refund of sales charges already paid
during the ninety-day period. No retroactive adjustment will be made if
purchases exceed the amount specified in the Letter of Intent. Income and
capital gains distributions taken in additional shares will not apply toward
completion of the Letter of Intent.

Out of the initial purchase (or subsequent purchases, if necessary), 5% of the
dollar amount specified on the application will be held in escrow by Provident
in the form of Investor A shares registered in the Purchaser's name. The
escrowed Investor A shares will not be available for redemption, transfer or
encumbrance by the Purchaser until the Letter of Intent is completed or the
higher sales charge is paid. All income and capital gains distributions on
escrowed Investor A shares will be paid to the Purchaser.

When the minimum investment specified in the Letter of Intent is completed
(either prior to or by the end of the thirteen month period), the Purchaser will
be notified and the escrowed Investor A shares will be released. If the intended
investment is not completed, the Purchaser will be asked to remit to the
Distributor any difference between the sales charge on the amount specified and
on the amount actually purchased. If the Purchaser does not, within 20 days
after receipt of a written request by the Distributor or the shareholder's
dealer, pay such difference in sales charge, Provident, as transfer agent (the
"Transfer Agent"), will redeem an appropriate number of the escrowed Investor A
shares in order to realize such difference. Investor A shares remaining after
any such redemption will be released by the Transfer Agent. Any redemptions made
by the Purchaser during the thirteen-month period will be subtracted from the
amount of the purchases for purposes of determining whether the Letter of Intent
has been completed. In the event of a total redemption of the account prior to
completion of the Letter of Intent, the additional sales charge due will be
deducted from the proceeds of the redemption and the balance will be forwarded
to the Purchaser.

By signing the application, the Purchaser irrevocably constitutes and appoints
Provident its attorney to surrender for redemption any or all escrowed shares
with full power of substitution. The Purchaser or his dealer must inform the
Distributor or the Transfer Agent that a Letter of Intent is in effect each time
a purchase is made.

WAIVER OF SALES CHARGES

Investor A shares may also be sold, to the extent permitted by applicable law,
at net asset value without the imposition of an initial sales charge to: (1)
personal trust, employee benefit, agency and custodial (other than IRA) clients
of Provident; (2) employ-

16
<PAGE> 21

ees of Provident, the Distributor and their spouses; (3) broker/dealers
purchasing shares for their own accounts; (4) all affiliates of Provident; (5)
corporations; (6) employees (and their spouses and children under the age of 21)
of any broker-dealer with which the Distributor enters into a dealer agreement
to sell Investor A shares of the Company; (7) orders placed on behalf of other
investment companies distributed by The BISYS Group, Inc., or any of its
affiliates, including the Distributor; (8) persons investing directly through
the Distributor pursuant to a Systematic Investment Plan; and (9) persons
investing directly through a discount brokerage firm which has entered into a
Dealer Agreement with the Distributor.

In addition, a shareholder who has redeemed all or any portion of his or her
investment in the Stock Appreciation Fund may purchase without a sales charge
Investor A shares of any other Load Portfolio in an amount up to a maximum
dollar amount of such shares redeemed within 30 days after such redemption. In
order to purchase Investor A shares without a sales charge, the shareholder, or
his or her dealer, must notify the Company at the time an order is placed that
such a purchase qualifies for this exemption from sales charges and must provide
any other information necessary for confirmation of qualification.

CONTINGENT DEFERRED SALES CHARGE--INVESTOR B SHARES

Investor B shares which are redeemed within the first six years of purchase
will be subject to a contingent deferred sales charge equal to the applicable
percentage set forth below of an amount equal to the lesser of the net asset
value at the time of purchase of the Investor B shares being redeemed or the net
asset value of such shares at the time of redemption. Accordingly, a contingent
deferred sales charge will not be imposed on amounts representing increases in
net asset value above the net asset value at the time of purchase. In addition,
a charge will not be assessed on Investor B shares purchased through
reinvestment of dividends or capital gains distributions.

<TABLE>
<CAPTION>
YEAR OF REDEMPTION CONTINGENT DEFERRED
AFTER PURCHASE SALES CHARGE
- ------------------------------- --------------------
<S> <C>
First.......................... 4%
Second......................... 4%
Third.......................... 4%
Fourth......................... 3%
Fifth.......................... 2%
Sixth.......................... 1%
Seventh and following.......... 0%
</TABLE>

Solely for purposes of determining whether a year has elapsed from the time of
purchase of any Investor B shares, all purchases during a month will be
aggregated and deemed to have been made on the last day of the month. In
determining whether a contingent deferred sales charge is applicable to a
redemption, the calculation will be made in the manner that results in the
lowest possible charge being assessed. In this regard, it will be assumed that
the redemption is first of shares acquired pursuant to reinvestment of dividends
or distributions and then from the earliest purchase of shares.

For example, assume an investor purchased 100 Investor B shares with a net
asset value of $10 per share (i.e., at an aggregate net asset value of $1,000)
and in the eleventh month after purchase, the net asset value per share is $12
and, during such time, the investor has acquired five additional Investor B
shares through dividend reinvestment. If the investor makes an initial
redemption of 50 Investor B shares (producing proceeds of $600), five of such
Shares will not be subject to the charge because of dividend reinvestment. With
respect to the remaining 45 Investor B shares being re-

17
<PAGE> 22

deemed, the charge will be applied only to the original cost of $10 per share
and not to the increase in net asset value of $2 per share. Therefore, $450 of
the $600 redemption proceeds will be subject to the charge of 4% ($18.00).

The contingent deferred sales charge is waived on redemptions of Investor B
shares (i) following the death or disability (as defined in the Code) of a
shareholder, (ii) to the extent that the redemption represents a minimum
required distribution from an IRA or a Custodial Account under Code Section
403(b)(7) to a shareholder who has reached age 70 1/2, and (iii) to the extent
the redemption represents the minimum distribution from retirement plans under
Code Section 401(a) where such redemption is necessary to make distributions to
plan participants.

FACTORS TO CONSIDER WHEN SELECTING INVESTOR A SHARES OR INVESTOR B SHARES

Before purchasing Investor A shares or Investor B shares of the Stock
Appreciation Fund, investors should consider whether, during the anticipated
life of their investment in the Stock Appreciation Fund, the accumulated Rule
12b-1 fee and potential contingent deferred sales charges on Investor B shares
prior to conversion (as described below) would be less than the initial sales
charge and accumulated Rule 12b-1 fee on Investor A shares purchased at the same
time, and to what extent such differential would be offset by the higher yield
of Investor A shares. In this regard, to the extent that the sales charge for
the Investor A shares is waived or reduced by one of the methods described
above, investments in Investor A shares become more desirable. The Company will
refuse all purchase orders for Investor B shares of over $100,000.

Although Investor A shares are subject to a Rule 12b-1 fee, they are not
subject to the higher Rule 12b-1 fee applicable to Investor B shares. For this
reason, Investor A shares can be expected to pay correspondingly higher
dividends per share. However, because initial sales charges are deducted at the
time of purchase, purchasers of Investor A shares who do not qualify for waivers
of or reductions in the initial sales charge would have less of their purchase
price initially invested in the Stock Appreciation Fund than purchasers of
Investor B shares.

As described above, purchasers of Investor B shares will have more of their
initial purchase price invested. Any positive investment return on this
additional invested amount would partially or wholly offset the expected higher
annual expenses borne by Investor B shares. Because the Company's future returns
cannot be predicted, there can be no assurance that this will be the case.
Investors in Investor B shares would, however, own shares that are subject to
higher annual expenses and, for a six-year period, such shares would be subject
to a contingent deferred sales charge ranging from 4.00% to 1.00% upon
redemption. Investors expecting to redeem during this six-year period should
compare the cost of the contingent deferred sales charge plus the aggregate
annual Investor B shares' Rule 12b-1 fees to the cost of the initial sales
charge and Rule 12b-1 fee on the Investor A shares. Over time, the expense of
the annual Rule 12b-1 fee on the Investor B shares may equal or exceed the
initial sales charge and annual Rule 12b-1 fee applicable to Investor A shares.
For example, if net asset value remains constant and assuming no waiving of any
Rule 12b-1 fees, the aggregate Rule 12b-1 fee with respect to Investor B shares
of the Stock Appreciation Fund would equal or exceed the initial sales charge
and aggregate

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<PAGE> 23

Rule 12b-1 fee of Investor A shares approximately seven years after the
purchase. In order to reduce such fees of investors that hold Investor B shares
for seven years or more, Investor B shares will be automatically converted to
Investor A shares, as described below, at the end of an eight-year period. This
example assumes that the initial purchase of Investor A shares would be subject
to the maximum initial sales charge of 4.50%. This example does not take into
account the time value of money which reduces the impact of the Investor B
shares' Rule 12b-1 fee on the investment, the benefit of having the additional
initial purchase price invested during the period before it is effectively paid
out as a Rule 12b-1 fee, fluctuations in net asset value, any waiver of Rule
12b-1 fees or the effect of different performance assumptions.

If a shareholder who owns both Investor A shares and Investor B shares redeems
less than his or her entire investment, then shares will be redeemed in the
following order: (a) any Investor B shares that are not subject to a contingent
deferred sales charge; (b) Investor A shares; and (c) Investor B shares subject
to a contingent deferred sales charge, unless shareholder has made a specific
election otherwise.

CONVERSION FEATURE

Investor B shares which have been outstanding for eight years after the end of
the month in which the shares were initially purchased will automatically
convert to Investor A shares and, consequently, will no longer be subject to the
higher Rule 12b-1 fee. Such conversion will be on the basis of the relative net
asset values of the two classes, without the imposition of any sales charge or
other charge except that the Rule 12b-1 fee applicable to Investor A shares
shall thereafter be applied to such converted shares. Such investors will then
benefit from the lower Rule 12b-1 fee of Investor A shares. Because the per
share net asset value of the Investor A shares may be higher than that of the
Investor B shares at the time of conversion, a shareholder may receive fewer
Investor A shares than the number of Investor B shares converted, although the
dollar value will be the same. Reinvestments of dividends and distributions in
Investor B shares will not be considered a new purchase for purposes of the
conversion feature and will convert to Investor A shares in the same proportion
as the number of the shareholder's Investor B shares converting to Investor A
shares bears to the shareholder's total Investor B shares not acquired through
dividends and distributions.

If a shareholder effects one or more exchanges among Investor B shares of the
Portfolios during the eight-year period, the holding period for shares so
exchanged will be counted toward such period.

OTHER PURCHASE INFORMATION

SYSTEMATIC INVESTMENT PLAN

Shareholders may also arrange for systematic monthly or quarterly investments
in their accounts. Once proper authorization has been given, a shareholder's
bank account will be debited on the date specified to purchase shares in the
Stock Appreciation Fund. A confirmation will be received from the Transfer Agent
for every transaction.

INDIVIDUAL RETIREMENT ACCOUNTS

Provident offers tax-advantaged Individual Retirement Accounts ("IRAs") for
which the Stock Appreciation Fund may be an appropriate investment. A minimum
initial investment of $500 is required. For details, including fees and an
application form,

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<PAGE> 24

please call the telephone number listed above under "Shareholder Services" or
contact Mutual Fund Services, P.O. Box 14967, Cincinnati, Ohio 45202-0967.

EXCHANGES

If a shareholder has obtained the appropriate prospectus, he or she may
exchange Investor A or Investor B shares of the Stock Appreciation Fund for
shares of the same class of any of the other Portfolios on the basis of their
respective net asset values by calling toll free 1-800-424-2295 or by writing
The Provident Bank, c/o Mutual Fund Services, P.O. Box 14967, Cincinnati, Ohio
45202-0967. Subject to compliance with the procedures of the Transfer Agent
described below under "How to Redeem Shares--Telephone," neither the Company nor
any of its service providers assumes responsibility for the authenticity of any
telephone request for an exchange. Shares purchased by check are eligible for
exchange after 15 days. No contingent deferred sales charge is imposed upon
exchanges of Investor B shares of one Portfolio for Investor B shares of another
Portfolio.

If Investor B shares of the Stock Appreciation Fund are exchanged into the
Money Market Fund, no contingent deferred sales charge will be imposed; however,
the exchange will freeze the running of the time periods applicable to
contingent deferred sales charges and the conversion feature. An exchange back
into Investor B shares will restart such time periods. If less than all of a
shareholder's Investor B shares of a Portfolio are exchanged into the Money
Market Fund, the shareholder's Investor B shares will be deemed to be exchanged
in the following order: (1) Investor B shares that are not subject to a
contingent deferred sales charge, and (2) Investor B shares in reverse order in
which such Shares were acquired (i.e., last in, first out).

Orders to exchange Investor A or Investor B shares of the Stock Appreciation
Fund for shares of the Money Market Fund will be executed by redeeming the
shares of the Stock Appreciation Fund and purchasing Investor A shares of the
Money Market Fund at the net asset value of such shares next determined after
the proceeds from such redemption become available, which may be up to seven
days after such redemption. In all other cases, orders for exchanges received by
the Company prior to the close of business on any day the Company is open for
business will be executed at the respective net asset values determined as of
the close of business that day. Orders for exchanges received after the close of
business will be executed at the respective net asset values next determined
after the close of the next business day.

An excessive number of exchanges may be disadvantageous to the Company.
Therefore the Company, in addition to its right to reject any exchange, reserves
the right to terminate the exchange privilege of any shareholder who makes more
than five exchanges of shares of the Portfolios in a year or three in a calendar
quarter.

An exchange order must comply with the requirements for a redemption or
repurchase order and must specify the dollar value or number of shares to be
exchanged. Exchanges are subject to the minimum initial purchase requirements of
the Portfolio being acquired. An exchange constitutes a sale for federal income
tax purposes.

The exchange privilege is available only in states where shares of the
Portfolio being acquired may legally be sold. The Company reserves the right, at
any time, to modify or terminate any of the foregoing exchange

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<PAGE> 25

privileges. The Company, however, will give shareholders 60 days' advance
written notice of any such modification or termination.

HOW TO REDEEM SHARES

Shares of the Stock Appreciation Fund may be redeemed for cash at their net
asset value, less any applicable contingent deferred sales charge, upon written
order by the shareholder to the Company, c/o The Provident Bank, Mutual Fund
Services, P.O. Box 14967, Cincinnati, Ohio 45202-0967. A shareholder's
signature(s) on the written order must be guaranteed as described below. In
order to redeem by telephone, shareholders must have completed the authorization
in their account applications. Proceeds for shares redeemed on telephonic order
will be deposited by wire or EFT only to the bank account designated in the
account application.

The redemption value is the net asset value per share, less any applicable
contingent deferred sales charge, and may be more or less than the shareholder's
cost of the Stock Appreciation Fund's shares depending upon changes in the value
of the Stock Appreciation Fund's securities between purchase and redemption. The
Company computes the amount due a shareholder at the next Valuation Time after
it has received all proper documentation. Payment of the amount due on
redemption will be made within seven days thereafter except as discussed below.

At various times, the Company may be requested to redeem shares for which it
has not yet received good payment. In such a case, the Company may delay the
mailing of a redemption check or the wiring or EFT of redemption proceeds until
good payment has been collected for the purchase of such shares. This may take
up to 15 days. Any delay may be avoided by purchasing shares either with a
certified check or by Federal Reserve or bank wire of funds or EFT.

Shareholders may also redeem their shares through broker-dealers. The
Distributor, acting as agent for the Company, stands ready to repurchase the
Stock Appreciation Fund's shares upon orders from dealers at the net asset
value, less any applicable contingent deferred sales charge, next computed after
the Distributor receives the order. When the Distributor has received proper
documentation, it will pay the redemption proceeds to the broker-dealer placing
the order within seven days thereafter. The Distributor charges no fees for this
service, except to the extent that a contingent deferred sales charge may be
imposed upon redemptions of Investor B shares. However, a shareholder's
broker-dealer may charge a service fee.

For the protection of shareholders, regardless of the number of shares or
amount of money involved in a redemption or repurchase, signatures on all
written orders or authorizations must be guaranteed by a U.S. stock exchange
member, a U.S. commercial bank or trust company or other person eligible to
guarantee signatures under the Securities Exchange Act of 1934 and the Transfer
Agent's policies. The Company or the Transfer Agent may waive this requirement
but may also require additional documents in certain cases. Currently the
requirement for a signature guarantee has been waived on redemptions of $50,000
or less where the account address of record has been the same for a minimum
period of 90 days. The Company and the Transfer Agent reserve the right to
withdraw this waiver at any time.

If the Company receives a redemption order but a shareholder has not clearly
indicated the amount of money or number of shares involved, the Company cannot
execute

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<PAGE> 26

the order. In such cases, the Company will request the missing information and
process the order on the day such information is received.

If a shareholder requests redemption by telephone and a bank account has
previously been designated, the shareholder should state whether the proceeds
should be wired, sent EFT or mailed to such bank. In the absence of a request
that the proceeds be wired, sent EFT or mailed to such bank, they will be sent
by check to the shareholder's address as it appears on the account registration.
The redemption order also should include the account name as registered with the
Company and the account number.

TELEPHONE

Under ordinary circumstances, shareholders may redeem up to $50,000 from their
accounts by telephoning Mutual Fund Services at: 1-800-424-2295.

In order to ensure that instructions received by the Transfer Agent are
genuine when a telephone transaction is initiated, a shareholder will be asked
to verify certain information specific to its account. At the conclusion of the
transaction, the shareholder will be given a transaction number confirming the
request, and written confirmation of the transaction will be mailed within 72
hours of the telephone transaction. The shareholder's telephone instructions
will be recorded. Redemptions by telephone are allowed only if the address and
bank account of record have been the same for a minimum period of 90 days.

The Company reserves the right at any time to terminate, suspend or change the
terms of any redemption method described in this prospectus, except redemption
by mail, and to impose fees. Except as otherwise noted, neither the Company nor
any of its service providers assumes responsibility for the authenticity of any
instructions received by any of them from a shareholder in writing or by
telephone, nor will any of them be liable when following instructions received
by telephone that the Transfer Agent reasonably believes to be genuine. The
Transfer Agent will employ procedures designed to provide reasonable assurance
that instructions received by telephone are genuine. If, for any reason,
reasonable procedures are not followed, the Company or its service providers may
be liable for any losses due to unauthorized or fraudulent instructions. The
Company may temporarily suspend the right to redeem its shares when (1) the
Exchange is closed, other than customary weekend and holiday closings; (2)
trading on the Exchange is restricted; (3) an emergency exists and the Company
cannot dispose of its investments or fairly determine their value; or (4) the
Commission so orders.

If the redemption proceeds are less than $2,500, they will be mailed by check.
If they are $2,500 or more, they will be mailed, wired or sent EFT to a
previously designated bank account as directed by the shareholder. If the
Company cannot be reached by telephone, shareholders should follow the
procedures for redeeming by mail or through a broker as set forth above.

AUTOMATIC WITHDRAWAL PLAN--INVESTOR A SHARES

Under an Automatic Withdrawal Plan, if an account has a value of at least
$10,000 in Investor A shares of the Stock Appreciation Fund, a shareholder may
arrange for regular monthly or quarterly fixed withdrawal payments. Each payment
must be at least $100 and may be as much as 1.5% per month or 4.5% per quarter
of the total net asset value of the Stock Appreciation Fund's Investor A shares
in the account when the

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<PAGE> 27

Automatic Withdrawal Plan is opened. Excessive withdrawals may decrease or
deplete the value of an account.

SMALL ACCOUNTS

Because of the high cost of maintaining small accounts, the Company reserves
the right to redeem an account if its value has fallen below $500 as a result of
redemptions (but not as a result of market action). The shareholder will be
notified in writing and allowed 45 days to purchase additional shares in order
to increase the balance over $500.

REDEMPTIONS IN KIND

If conditions arise that would make it undesirable for the Company to pay for
all redemptions in cash, the Company may authorize payment to be made in
portfolio securities or other property. However, the Company has obligated
itself under the 1940 Act to redeem for cash all shares presented for redemption
by any one shareholder up to $250,000, or 1% of the applicable Fund's net assets
if that is less, in any 90-day period. Securities delivered in payment of
redemptions would be valued at the same value assigned to them in computing the
net asset value per share. Shareholders receiving such securities would incur
brokerage costs when the securities are sold.

SHAREHOLDER SERVICES

Details on all shareholder services may be obtained from Provident by calling
toll free 1-800-424-2295 or by writing the Distributor at 3435 Stelzer Road,
Columbus, Ohio 43219.

DIVIDENDS AND TAXES

DIVIDENDS

The Stock Appreciation Fund intends to declare and distribute to its
shareholders dividends from net investment income monthly and to declare and
distribute all net realized long-term capital gains at least annually. The Stock
Appreciation Fund intends to distribute its net long-term capital gains as
capital gains dividends; such dividends are treated by shareholders as long-term
capital gains. Such distributions will be designated as long-term capital gains
dividends by a written notice mailed to each shareholder no later than 60 days
after the close of the Stock Appreciation Fund's fiscal year.

The Stock Appreciation Fund's net investment income available for distribution
to the holders of Investor A shares and Investor B shares will have been reduced
by the amount of Rule 12b-1 fees payable under the respective Plan and by the
applicable transfer agent fees.

Unless the Company receives instructions to the contrary before the record
date, it will assume that a shareholder wishes to receive that distribution and
future capital gains and income distributions in additional shares. Instructions
continue in effect until changed in writing. Account statements and/or checks as
appropriate will be mailed to shareholders within seven days after the Stock
Appreciation Fund pays the distribution.

FEDERAL TAXES--GENERAL

Each of the Portfolios of the Company, including the Stock Appreciation Fund,
is treated as a separate entity for federal income tax purposes and intends to
qualify as a "regulated investment company" under the Code for so long as such
qualification is in the best interest of that Portfolio's share-

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<PAGE> 28

holders. Qualification as a regulated investment company under the Code
requires, among other things, that the regulated investment company distribute
to its shareholders at least 90% of its investment company taxable income. The
Stock Appreciation Fund contemplates declaring as dividends 100% of such Fund's
investment company taxable income (before deduction of dividends paid).

A non-deductible 4% excise tax is imposed on regulated investment companies
that do not distribute in each calendar year (regardless of whether they
otherwise have a non-calendar taxable year) an amount equal to 98% of their
ordinary income for the calendar year plus 98% of their capital gain net income
for the one-year period ending on October 31 of such calendar year. The balance
of such income must be distributed during the next calendar year. If
distributions during a calendar year were less than the required amount, the
Stock Appreciation Fund would be subject to a nondeductible excise tax equal to
4% of the deficiency.

It is expected that the Stock Appreciation Fund will distribute annually to
shareholders all or substantially all of the Stock Appreciation Fund's net
ordinary income and net recognized capital gains and that such distributed net
ordinary income and distributed net realized capital gains will be taxable
income to shareholders for federal income tax purposes, even if paid in
additional shares of the Stock Appreciation Fund and not in cash. The
dividends-received deduction for corporations will apply to the aggregate of
such ordinary income distributions in the same proportion as the aggregate
dividends eligible for the dividends received deduction received by the Stock
Appreciation Fund bear to its gross income.

Distribution by the Stock Appreciation Fund of the excess of net long-term
capital gain over net short-term capital loss is taxable to shareholders as
long-term capital gain in the year in which it is received, regardless of how
long the shareholder has held the shares. Such distributions are not eligible
for the dividends-received deduction.

Prior to purchasing shares, the impact of dividends or capital gains
distributions which are expected to be declared or have been declared, but have
not been paid, should be carefully considered. Any such dividends or capital
gains distributions paid shortly after a purchase of shares prior to the record
date will have the effect of reducing the per share net asset value of the
shares by the amount of the dividends or distributions. All or a portion of such
dividends or distributions, although in effect a return of capital, is subject
to tax.

Foreign taxes may be imposed on the Stock Appreciation Fund by foreign
countries with respect to its income from foreign securities, if any. Since less
than 50% of the value of the Stock Appreciation Fund's total assets at the end
of its fiscal year is expected to be invested in stock or securities of foreign
corporations, the Stock Appreciation Fund will not be entitled under the Code to
pass through to its shareholders their pro rata share of the foreign taxes paid
by the Stock Appreciation Fund, if any. These taxes will be taken as a deduction
by such Fund.

The foregoing is intended only as a brief summary of some of the important tax
considerations generally affecting the Stock Appreciation Fund and its
shareholders. Potential investors in the Stock Appreciation Fund are urged to
consult their tax advisers concerning the application of federal, state and
local taxes as such laws and regulations affect their own tax situations.

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<PAGE> 29

The Transfer Agent will inform shareholders at least annually of the amount
and nature of such income and capital gains.

COMPANY MANAGEMENT AND EXPENSES

BOARD OF DIRECTORS

Under Maryland law, the Company's Board of Directors, which is elected by the
Company's shareholders, has absolute and exclusive control over the management
and disposition of all assets of each Portfolio of the Company. The Directors,
in turn, elect the officers of the Company to supervise actively its day-to-day
operations. Subject to the authority of the Board of Directors, Provident
supervises the investment program of the Stock Appreciation Fund.

INVESTMENT ADVISER

Provident, an Ohio banking corporation located at One East Fourth Street,
Cincinnati, Ohio 45202, has entered into a Investment Advisory Agreement with
the Company whereby Provident supervises and manages the investment and
reinvestment of the assets of the Stock Appreciation Fund. Provident has been
providing investment advisory services to individual and corporate trust
accounts since 1902.

Provident is a subsidiary of Provident Bancorp, Inc. ("PBI"), a bank holding
company located in Cincinnati, Ohio with approximately $5.4 billion in
consolidated assets as of December 31, 1994. Through offices in Ohio and
Kentucky, PBI and its subsidiaries provide a broad range of financial services
to individuals and businesses. Under the Investment Advisory Agreement with the
Company, for services rendered and expenses assumed as investment adviser,
Provident receives an annual fee from the Stock Appreciation Fund equal to 0.80%
of the Stock Appreciation Fund's average daily net assets which fee is
calculated daily and paid monthly. Provident may periodically voluntarily reduce
all or a portion of its advisory fee with respect to the Stock Appreciation Fund
to increase the net income of that Fund available for distribution as dividends.
The voluntary fee reduction will cause the return of that Fund to be higher than
it would otherwise be in the absence of such a reduction. The advisory fee with
respect to the Stock Appreciation Fund is higher, in the opinion of the
Securities and Exchange Commission, than that paid by most investment companies,
but Provident believes the fee to be fair and reasonable.

Martin A. Weisberg, a portfolio manager for Provident, will be primarily
responsible for the portfolio management of the Stock Appreciation Fund. From
1989 to September 30, 1995, Mr. Weisberg has served as a Vice President of
Mathematical Investing Systems, Inc., the Acquired Funds' investment adviser and
had assisted in security analysis and management of the Acquired Funds prior to
assuming total management responsibilities in February, 1993.

In addition to serving as investment adviser, Provident has entered into an
agreement with the Company to provide transfer agency services to the Company
and each Portfolio. Under the Master Transfer and Recordkeeping Agreement,
Provident receives from the Stock Appreciation Fund, with respect to its
Investor A shares, a fee, computed daily and paid monthly, at the annual rate of
.04% of the Stock Appreciation Fund's average daily net assets attributable to
its Investor A shares. With respect to the Stock Appreciation Fund's Investor B
shares, Provident receives a $20,000 annual fee from the Stock Appreciation Fund
and $23 per Investor B shareholder account plus

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<PAGE> 30

certain other fixed fees and out-of-pocket expenses. BISYS Fund Services Ohio,
Inc. ("BISYS"), an affiliate of the Distributor, provides sub-transfer agency
services for the Investor B shares of the Stock Appreciation Fund pursuant to a
Sub-Transfer Agency Agreement between Provident and BISYS.

CUSTODIAN AND FUND ACCOUNTANT

The Provident Bank (the "Custodian") also serves as custodian for and provides
certain fund accounting services to the Stock Appreciation Fund. Pursuant to the
Custodian, Fund Accounting and Recordkeeping Agreement with the Company, the
Custodian receives compensation from the Stock Appreciation Fund for such
services in an amount equal to a fee, computed daily and paid monthly, at the
annual rate of 0.15% of the Stock Appreciation Fund's average daily net assets.

ADMINISTRATOR AND DISTRIBUTOR

The Distributor, located at 3435 Stelzer Road, Columbus, Ohio 43219, is the
administrator for the Stock Appreciation Fund, and also acts as the Stock
Appreciation Fund's principal underwriter (the "Administrator" or the
"Distributor," as the context indicates).

The Administrator generally assists in all aspects of the Stock Appreciation
Fund's administration and operation. For expenses assumed and services provided
as administrator pursuant to its administration agreement with the Company, the
Administrator receives a fee from the Stock Appreciation Fund, computed daily
and paid periodically, at an annual rate of 0.20% of such Fund's average daily
net assets. The Administrator may periodically voluntarily reduce all or a
portion of its administration fee with respect to the Stock Appreciation Fund to
increase the net income of that Fund available for distribution as dividends.
The voluntary fee reduction will cause the return of the Stock Appreciation Fund
to be higher than it would otherwise be in the absence of such a reduction.

The Distributor acts as agent for the Stock Appreciation Fund in the
distribution of its shares and, in that capacity, solicits orders for the sale
of shares, advertises, and pays the cost of that advertising, office space and
its personnel involved in such activities. The Distributor receives no
compensation under its Distribution Agreement with the Company, but may retain
some or all of any sales charge imposed upon the shares and may receive
compensation under the Distribution Plans described below.

DISTRIBUTION PLANS--INVESTOR A SHARES

The Investor A shares of the Stock Appreciation Fund may bear some of the
costs of selling such shares under an Investor A Distribution Plan adopted
pursuant to Rule 12b-1 under the 1940 Act (the "Investor A Plan"). The Investor
A Plan of the Stock Appreciation Fund provides that such Fund may expend daily
amounts at an annual rate of up to 0.25% of the average daily net asset value of
that Fund's Investor A shares to finance any activity which is principally
intended to result in the sale of the Stock Appreciation Fund's Investor A
shares including, without limitation, expenditures consisting of payments to the
Distributor (1) to enable the Distributor to pay or to have paid to others who
sell Investor A shares of that Fund a maintenance or other fee, at such
intervals as the Distributor may determine, with respect to Investor A shares of
the Stock Appreciation Fund previously sold by others and remaining outstanding
during the period with respect to which such fee is or has been paid; and/or (2)
to compensate the Distributor for its efforts with respect

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<PAGE> 31

to sales of Investor A shares of the Stock Appreciation Fund since inception of
the Plan.

Fees paid pursuant to the Investor A Plan are accrued daily and paid monthly,
and are charged as expenses of Investor A shares of the Stock Appreciation Fund
as accrued.

DISTRIBUTION PLANS--INVESTOR B SHARES

Pursuant to Rule 12b-1, the Company has also adopted an Investor B
Distribution Plan (the "Investor B Plan") with respect to Investor B shares of
the Stock Appreciation Fund. Pursuant to the Investor B Plan, the Stock
Appreciation Fund is authorized to pay or reimburse the Distributor, as
Distributor of Investor B shares, (a) a distribution fee in an amount not to
exceed on an annual basis 0.75% of the average daily net asset value of Investor
B shares of such Fund (the "Distribution Fee") and (b) a service fee in an
amount not to exceed on an annual basis 0.25% of the average daily net asset
value of the Investor B shares of such Fund (the "Service Fee"). Payments under
the Investor B Plan will be calculated daily and paid monthly at a rate not to
exceed the limits described above, which rates are set from time to time by the
Company's Board of Directors. Payments of the Distribution Fee to the
Distributor pursuant to the Investor B Plan will be used (i) to compensate
Participating Organizations (as defined below) for providing distribution
assistance relating to Investor B shares, and (ii) for promotional activities
intended to result in the sale of Investor B shares such as to pay for the
preparation, printing and distribution of prospectuses to other than current
shareholders, and payments of the Service Fee to the Distributor pursuant to the
Investor B Plan will be used to compensate Participating Organizations for
providing shareholder services with respect to their customers who are, from
time to time, beneficial and record holders of Investor B shares. Participating
Organizations include banks (including Provident and its affiliates),
broker-dealers and other financial institutions.

Fees paid pursuant to the Investor B Plan are accrued daily and paid monthly,
and are charged as expenses of Investor B shares of the Stock Appreciation Fund
as accrued.

Pursuant to the Investor B Plan, the Distributor may enter into Rule 12b-1
Agreements with Participating Organizations for providing distribution and
shareholder services to their customers who are the record or beneficial owners
of Investor B shares. Such Participating Organizations will be compensated at
the annual rate of up to 1.00% of the average daily net asset value of the
Investor B shares held of record or beneficially by such customers. The
distribution services provided by Participating Organizations for which the
Distribution Fee may be paid may include promoting the purchase of Investor B
shares of the Stock Appreciation Fund by their customers; processing purchase,
exchange, and redemption requests from customers and placing orders with the
Distributor or the transfer agent; processing dividend and distribution payments
from the Stock Appreciation Fund on behalf of customers; providing information
periodically to customers, including information showing their positions in
Investor B shares; responding to inquiries from customers concerning their
investment in Investor B shares; and providing other similar services as may be
reasonably requested. The services provided by Participating Organizations for
which the Service Fee may be paid may include providing shareholders information
about their investment in the Investor B shares of the Stock Appreciation Fund
and providing other continuing personal services to holders of Investor B
shares.

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<PAGE> 32

As required by Rule 12b-1, the Investor A Plan and the Investor B Plan (the
"Plans") were each approved by the Directors of the Company, including a
majority of the Directors who are not "interested persons" (as defined in the
1940 Act) of the Company and who have no direct or indirect financial interest
in the operation of the Plans or in any agreements related to the Plan
("Independent Directors"). The Plans continue in effect as long as such
continuance is specifically approved at least annually by the Company's
Directors, including a majority of the Independent Directors.

The Plans may be terminated by a vote of a majority of the Independent
Directors, or by a vote of a majority of the holders of the outstanding voting
securities of the class of shares subject thereto. Any change in the Plans that
would increase materially the distribution expenses paid by the Stock
Appreciation Fund requires shareholder approval; otherwise, the Plans may be
amended by the Directors, including a majority of the Independent Directors, by
a vote cast in person at a meeting called for the purpose of voting upon the
amendment. As long as either Plan is in effect, the selection or nomination of
the Independent Directors is committed to the discretion of the Independent
Directors.

SHAREHOLDER SERVICES PLAN

The Company has adopted a Shareholder Services Plan (the "Services Plan")
pursuant to which the Stock Appreciation Fund is authorized to pay compensation
to banks and other financial institutions (each a "Service Organization"), which
may include Provident, its correspondent and affiliated banks, and the
Distributor, which agree to provide certain ministerial, recordkeeping and/or
administrative support services for their customers or account holders
(collectively "customers") who are the beneficial or record owners of shares of
that Fund. In consideration for such services, a Service Organization receives a
fee from the Stock Appreciation Fund computed daily and paid monthly, at an
annual rate of up to 0.25% of the average daily net asset value of shares of
that Fund owned beneficially or of record by such Service Organization's
customers for whom the Service Organization provides such services.

The servicing agreements adopted under the Services Plan (the "Servicing
Agreements") require the Services Organizations receiving such compensation to
perform certain ministerial, recordkeeping and/or administrative support
services with respect to the beneficial or record owners of shares of the Stock
Appreciation Fund, including activities such as responding to shareholder
inquiries regarding accounts, collecting information regarding changes in
accounts and further assisting the Transfer Agent in maintaining the Stock
Appreciation Fund's records, processing dividend and distribution payments from
the Stock Appreciation Fund on behalf of customers, providing periodic
statements to customers showing their positions in the shares of the Stock
Appreciation Fund, providing sub-accounting with respect to shares beneficially
owned by such customers and providing customers with a service that invests the
assets of their accounts in shares of that Fund pursuant to specific or
pre-authorized instructions. As of the date of this Prospectus, no Servicing
Agreements have been entered into on behalf of the Stock Appreciation Fund.

BANKING LAWS

Provident believes that it possesses the legal authority to perform the
investment advisory service for the Stock Appreciation Fund as set forth in its
Investment Advisory Agreement with the Company, as described

28
<PAGE> 33

in this Prospectus, without violation of applicable banking laws and
regulations, and has so represented in its Investment Advisory Agreement with
the Company. Future changes in Federal or state statutes and regulations
relating to permissible activities of banks or bank holding companies and their
subsidiaries and affiliates as well as further judicial or administrative
decisions or interpretations of present and future statutes and regulations
could change the manner in which Provident performs such services for the Stock
Appreciation Fund. See "MANAGEMENT OF THE COMPANY -- Glass-Steagall Act" in the
Statement of Additional Information for further discussion of applicable law and
regulations.

FUND EXPENSES

Provident and the Administrator each bear all expenses in connection with the
performance of their services as investment adviser and administrator,
respectively, other than the cost of securities (including brokerage
commissions, if any) purchased for the Stock Appreciation Fund. The Stock
Appreciation Fund will bear the following expenses relating to its operations:
organizational expenses, taxes, interest, any brokerage fees and commissions,
fees and expenses of the Directors of the Company, Commission fees, state
securities qualification and renewal fees and expenses, costs of preparing and
printing prospectuses for regulatory purposes and for distribution to the Stock
Appreciation Fund's current shareholders, outside auditing and legal expenses,
advisory and administration fees, fees and out-of-pocket expenses of the
Custodian and transfer agent, costs for independent pricing services, certain
insurance premiums, costs of maintenance of the Company's existence, costs of
shareholders' and directors' reports and meetings, distribution expenses
incurred pursuant to the Plans described above, servicing fees incurred pursuant
to the Services Plan described above, and any extraordinary expenses incurred in
the Stock Appreciation Fund's operations.

The Directors reserve the right, subject to the receipt of any necessary
relevant regulatory approvals or rulings, to allocate certain other expenses to
the shareholders of a particular class on a basis other than relative net asset
value as they deem appropriate ("Class Expenses"). In such event, Class Expenses
would be limited to: transfer agency fees identified by the Transfer Agent as
attributable to a specific class; printing and postage expenses related to
preparing and distributing materials such as shareholder reports, prospectuses
and proxies to current shareholders; Blue Sky registration fees incurred by a
class of shares; Commission registration fees incurred by a class of shares;
expenses related to administrative personnel and services as required to support
the shareholders of a specific class; litigation or other legal expenses
relating solely to one class of shares; and Directors' fees incurred as a result
of issues relating solely to one class of shares.

SECURITIES TRANSACTIONS

Under policies established by the Board of Directors, Provident selects
broker-dealers to execute portfolio transactions for the Stock Appreciation Fund
subject to receipt of best execution. Broker-dealers executing transactions for
the Stock Appreciation Fund may from time to time be affiliated with the
Company, Provident or their affiliates. The Stock Appreciation Fund may pay
higher commissions to broker-dealers which provide research services. Provident
may use these services in advising the Stock Appreciation Fund as well as in
advising the other Portfolios or its other clients.

29
<PAGE> 34

FISCAL YEAR

The Stock Appreciation Fund's fiscal year ends December 31.

PERFORMANCE DATA AND ADVERTISING

From time to time the Stock Appreciation Fund may advertise "total return."
Such figures are based on historical earnings and are not intended to indicate
future performance. Average annual total return refers to the Stock Appreciation
Fund's average annual compounded rates of return over specified periods
determined by comparing the initial amount invested to the ending redeemable
value of that amount. The resulting equation assumes reinvestment of all
dividends and distributions and deduction of any sales charge, including any
applicable contingent deferred sales charge, and all recurring charges, if any,
applicable to all shareholder accounts. Aggregate total return is computed
similarly to average annual total return; however, the resulting rate of return
is not annualized. Performance of the Stock Appreciation Fund may also be
presented excluding the effect of a sales charge.

The Stock Appreciation Fund may also include comparative performance
information in advertising or marketing its shares, such as data from Lipper
Analytical Services, Inc., Standard & Poor's 500 Composite Stock Price Index or
other industry publications. The Stock Appreciation Fund may include in sales
and advertising material general mutual fund industry information compiled from
financial and industry publications.

In addition, from time to time the Stock Appreciation Fund may present its
distribution rates for a class of shares in supplemental sales literature which
is accompanied or preceded by a prospectus and in shareholder reports.
Distribution rates will be computed by dividing the distribution per share of a
class made by the Stock Appreciation Fund over a twelve-month period by the
maximum offering price per share. The calculation of income in the distribution
rate includes both income and capital gain dividends and does not reflect
unrealized gains or losses, although the Stock Appreciation Fund may also
present a distribution rate excluding the effect of capital gains. The
distribution rate differs from the yield, because it includes capital gains
which are often non-recurring in nature, whereas yield does not include such
items. Distribution rates may also be presented excluding the effect of a sales
charge, if any.

Standardized total return quotations will be computed separately for Investor
A and Investor B shares. Because of differences in the fees and/or expenses
borne by Investor A and Investor B shares of the Stock Appreciation Fund, the
net total return on Investor A shares can be expected, at any given time, to
differ from the net total return on Investor B shares for the same period.

Further information about the performance of the Stock Appreciation Fund is
contained in the Acquired Funds' Annual Report to Shareholders which may be
obtained without charge by calling the Company at (800) 424-2295.

COMPANY SHARES

The Company presently offers six series of shares of capital stock, par value
$.001 per share (the "Portfolios"). The shares of each of the Portfolios, other
than the Money Market Fund, are offered in two separate classes: Investor A
shares and Investor B shares. The Money Market Fund has only the Investor A
class of shares. When issued and paid for, shares of each Portfolio are fully

30
<PAGE> 35

paid and nonassessable by the Company. Shares may be exchanged or converted as
explained above but will have no other preference, conversion, exchange or
preemptive rights. Shareholders are entitled to one vote for each full share
owned and fractional votes for fractional shares. Shares are transferable,
redeemable and freely assignable as collateral. There are no sinking fund
provisions.

Each share represents an equal proportionate interest in a Portfolio with
other shares of the same Portfolio based upon such share's net asset value, and
is entitled to such dividends and distributions out of the income earned on the
assets belonging to that Portfolio as are declared at the discretion of the
Directors.

Shareholders will vote in the aggregate and not by Portfolio except as
otherwise expressly required by law. For example, Shareholders of the Stock
Appreciation Fund will vote in the aggregate with other shareholders of the
Company with respect to the election of Directors and ratification of the
selection of independent accountants. However, Shareholders of the Stock
Appreciation Fund will vote as a Portfolio, and not in the aggregate with other
shareholders of the Company, for purposes of approval of the Stock Appreciation
Fund's investment advisory agreement. In addition, holders of one class of
Investor Shares of a Portfolio will vote as a class and not with holders of the
other class of Investor Shares with respect to the approval of its respective
Distribution Plan.

The Company may dispense with an annual meeting of shareholders in any fiscal
year in which it is not required in order to elect directors under the 1940 Act
or state law. However, shareholders are entitled to call a special meeting of
shareholders for purposes of voting on the removal of a director or directors
when 10% of the outstanding shares request such a meeting. Shareholders may be
eligible for shareholder communication assistance in connection with a special
meeting.

As used in this Prospectus and the Statement of Additional Information, a
"vote of the holders of a majority of the outstanding voting securities" of a
Portfolio means the affirmative vote, at a meeting of shareholders duly called,
of the lesser of (a) 67% or more of the outstanding shares of such Portfolio
present at such meeting, if holders of more than 50% of the shares are present
or represented by proxy, or (b) more than 50% of the shares of such Portfolio.

ADDITIONAL INFORMATION

Except as otherwise stated in this prospectus or required by law, the Company
reserves the right to change the terms of the offer stated in this prospectus
without shareholder approval, including the right to impose or change fees for
services provided.

31
<PAGE> 36

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

<TABLE>
<S> <C>
THE THE RIVERFRONT
RIVERFRONT STOCK APPRECIATION
FUNDS, INC. FUND
PROSPECTUS
OCTOBER 2, 1995
</TABLE>

THE RIVERFRONT FUNDS, INC.

Investment Adviser
The Provident Bank
One East Fourth Street
Cincinnati, Ohio 45202

Distributor
BISYS Fund Services Limited Partnership
3435 Stelzer Rd.
Columbus, Ohio 43219

For additional information call
The Provident Bank
Mutual Fund Services
1-800-424-2295

[LOGO]
RIVERFRONT
FUNDS
<PAGE> 37
STATEMENT OF ADDITIONAL INFORMATION

THE RIVERFRONT FUNDS, INC.

THE RIVERFRONT STOCK APPRECIATION FUND

October 2, 1995 as supplemented
February 1, 1996

This Statement of Additional Information is not a prospectus but
relates to, and should be read in conjunction with the prospectus (the
"Prospectus") of The Riverfront Stock Appreciation Fund (the "Stock Appreciation
Fund") dated, as supplemented, as of the date hereof. The Stock Appreciation
Fund is currently one of six series of The Riverfront Funds, Inc. (the
"Company"). The other five series of the Company are The Riverfront U.S.
Government Securities Money Market (the "Money Market Fund"), The Riverfront
U.S. Government Income Fund (the "Income Fund"), The Riverfront Income Equity
Fund (the "Income Equity Fund"), The Riverfront Ohio Tax-Free Bond Fund (the
"Tax-Free Fund"), and The Riverfront Flexible Growth Fund (the "Flexible Growth
Fund") (the Stock Appreciation Fund, the Money Market Fund, the Income Fund, the
Income Equity Fund, the Tax-Free Fund and the Flexible Growth Fund are
hereinafter collectively referred to as the "Portfolios" and individually as a
"Portfolio"). This Statement of Additional Information is incorporated in its
entirety into the Prospectus. A copy of the Prospectus may be obtained from
BISYS Fund Services Limited Partnership, 3435 Stelzer Road, Columbus, Ohio
43219.

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TABLE OF CONTENTS

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Page
<S> <C>
THE COMPANY AND ITS PORTFOLIOS . . . . . . . . . . . . . . . . . . . . B - 1
INVESTMENT OBJECTIVE AND POLICIES . . . . . . . . . . . . . . . . . . . B - 2
DIVIDENDS AND TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . B - 8
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION . . . . . . . . . . . B - 11
VALUATION OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . B - 12
DIRECTORS AND OFFICERS . . . . . . . . . . . . . . . . . . . . . . . B - 13
MANAGEMENT OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . B - 14
SECURITIES TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . B - 18
ADMINISTRATOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . B - 20
DISTRIBUTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B - 22
DISTRIBUTION PLANS . . . . . . . . . . . . . . . . . . . . . . . . . B - 22
CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . B - 24
STANDARDIZED TOTAL RETURN AND YIELD QUOTATIONS . . . . . . . . . . . B - 25
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . B - 26
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . B - 28
APPENDIX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A - 1

</TABLE>
<PAGE> 38
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THE COMPANY AND ITS PORTFOLIOS

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

The Riverfront Funds, Inc. (the "Company") is an open-end management
investment company, commonly known as a mutual fund, which currently issues six
series of shares of capital stock (the "Portfolios"). Each Portfolio of the
Company, other than the Tax- Free Fund, is diversified. The Tax-Free Fund is a
non-diversified Portfolio. The Portfolios are: the Stock Appreciation Fund, the
Money Market Fund, the Income Fund, the Income Equity Fund, the Tax-Free Fund
and the Flexible Growth Fund. This Statement of Additional Information relates
only to the Stock Appreciation Fund.

The Company was incorporated in Maryland on March 27, 1990. The
Provident Bank ("Provident") serves as investment adviser, either directly or
through a subadviser, to each Portfolio, and BISYS Fund Services Limited
Partnership d/b/a BISYS Fund Services (the "Distributor") serves as
Administrator and Distributor. Provident also serves as custodian and transfer
agent for each of the Portfolios, and provides certain fund accounting and
recordkeeping services for the Company. BISYS Fund Services Ohio, Inc., an
affiliate of the Distributor, provides sub-transfer agency services for the
Investor B shares of each Portfolio.

As of September 30, 1995, pursuant to an Agreement and Plan of
Reorganization and Liquidation with MIM Mutual Funds, Inc., a Maryland
corporation ("MIM"), the Stock Appreciation Fund acquired all of the assets of
each of the Stock Appreciation Fund and the Stock Growth Fund of MIM
(collectively, the "Acquired Funds"), in exchange for the assumption of such
Acquired Funds' stated liabilities and a number of full and fractional Investor
A shares of the Stock Appreciation Fund having an aggregate net asset value
equal to such Acquired Funds' net assets (the "Reorganization"). The performance
and financial information included in this Statement of Additional Information
relates to the operations of the Stock Appreciation Fund of MIM prior to the
Reorganization.

The essential information about the Company and the Stock Appreciation
Fund is contained in the Prospectus. This Statement of Additional Information
provides additional information about the Company and the Stock Appreciation
Fund that may be of interest to investors.

Much of the information contained in this Statement of Additional
Information expands upon subjects discussed in the Prospectus. Capitalized terms
not defined herein are defined in the Prospectus. No investment in shares of the
Stock Appreciation Fund should be made without first reading the Prospectus.

B - 1
<PAGE> 39
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INVESTMENT OBJECTIVE AND POLICIES

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

THE RIVERFRONT STOCK APPRECIATION FUND

The Riverfront Stock Appreciation Fund (the "Stock Appreciation Fund")
is a series of shares of the Company which seeks capital growth.

The Stock Appreciation Fund is designed for investors who wish to seek
growth of capital.

ADDITIONAL INFORMATION ON PORTFOLIO INSTRUMENTS

The following policies supplement the investment objective and policies
of the Stock Appreciation Fund as set forth in the Prospectus.

Bank Obligations. The Stock Appreciation Fund may invest in
bank obligations such as bankers' acceptances, certificates of deposit, and
demand and time deposits.

Bankers' acceptances are negotiable drafts or bills of exchange
typically drawn by an importer or exporter to pay for specific merchandise,
which are "accepted" by a bank, meaning, in effect, that the bank
unconditionally agrees to pay the face value of the instrument on maturity.
Bankers' acceptances invested in by such Portfolios will be those guaranteed by
U.S. commercial banks having, at the time of investment, capital, surplus, and
undivided profits in excess of $1,500,000,000 (as of the date of their most
recently published financial statements).

Certificates of deposit are negotiable certificates issued against
funds deposited in a commercial bank or a savings and loan association for a
definite period of time and earning a specified return. Certificates of deposit
will be those of domestic and foreign branches of U.S. banks which are members
of the Federal Reserve System or the Federal Deposit Insurance Corporation, if
at the time of investment the depository institution has capital, surplus, and
undivided profits in excess of $1,500,000,000 (as of the date of its most
recently published financial statements).

The Stock Appreciation Fund may also invest in Eurodollar Certificates
of Deposit, which are U.S. dollar denominated certificates of deposit issued by
offices of foreign and domestic banks located outside the United States
("ECDs"); and Yankee Certificates of Deposit, which are certificates of deposit
issued by a U.S. branch of a foreign bank denominated in U.S. dollars and held
in the United States.

B - 2
<PAGE> 40
ECDs may be general obligations of the parent bank in addition to the
issuing branch, or may be limited by the terms of a specific obligation and by
government regulation. Payment of interest and principal upon these obligations
may also be affected by governmental action in the country of domicile of the
branch (generally referred to as sovereign risk). In addition, evidences of
ownership of such obligations may be held outside the U.S. and the Stock
Appreciation Fund may be subject to the risks associated with the holding of
such property overseas. Examples of governmental actions would be the imposition
of currency controls, interest limitations, withholding taxes, seizure of assets
or the declaration of a moratorium. Various provisions of federal law governing
domestic branches do not apply to foreign branches of domestic or foreign banks.

Commercial Paper. Commercial paper consists of unsecured
promissory notes issued by corporations. Except as noted below with respect to
variable amount master demand notes, issues of commercial paper normally have
maturities of less than nine months and fixed rates of return.

The Stock Appreciation Fund may invest in commercial paper which is
rated by applicable nationally recognized statistical rating organizations
("NRSROs") in the highest rating category, or if unrated, is deemed by
Provident, as the Stock Appreciation Fund's investment adviser, to be of
comparable quality to commercial paper so rated.

Variable Amount Master Demand Notes. Variable amount master demand
notes, in which the Stock Appreciation Fund may invest, are unsecured demand
notes that permit the indebtedness thereunder to vary and provide for periodic
adjustments in the interest rate according to the terms of the instrument.
Because master demand notes are direct lending arrangements between a Portfolio
and the issuer, they are not normally traded. Although there is no secondary
market in the notes, the Stock Appreciation Fund may demand payment of principal
and accrued interest at any time within 30 days. While such notes are not
typically rated by credit rating agencies, issuers of variable amount master
demand notes (which are normally manufacturing, retail, financial and other
business concerns), must satisfy the same criteria as set forth above for
commercial paper for such Portfolio. Provident will consider the earning power,
cash flow, and other liquidity ratios of the issuers of such notes and will
continuously monitor their financial status and ability to meet payment on
demand.

Foreign Investment. Investments in securities issued by foreign
branches of U.S. banks, foreign banks, or other foreign issuers, including ADRs,
may subject the Stock Appreciation Fund to investment risks that differ in some
respects from those related to investment in obligations of U.S. domestic
issuers or in U.S. securities markets. Such risks include future adverse
political

B - 3
<PAGE> 41
and economic developments, possible seizure, nationalization, or expropriation
of foreign investments, less stringent disclosure requirements, the possible
establishment of exchange controls or taxation at the source, or the adoption of
other foreign governmental restrictions. The Stock Appreciation Fund will
acquire such securities only when Provident believes the risks associated with
such investments are minimal.

U.S. Government Obligations. The Stock Appreciation Fund may
invest in obligations issued or guaranteed as to principal and interest by the
U.S. Government or its agencies or instrumentalities. Such obligations include
U.S. Treasury securities. Treasury bills have initial maturities of one year or
less; Treasury notes have initial maturities of one to ten years; and Treasury
bonds generally have initial maturities of greater than ten years. Some
obligations issued or guaranteed by the U.S. Government, such as those issued by
the Government National Mortgage Association ("GNMA") and Federal Housing
Administration ("FHA"), are backed by the full faith and credit of the U.S.
Government as to payment of principal and interest and are the highest quality
government securities. Other securities, such as those issued by the Federal
Farm Credit System, the Federal Land Bank Association and the Federal National
Mortgage Association ("FNMA"), are supported by each agency's right to borrow
money from the U.S. Treasury under certain circumstances. Others, such as those
issued by the Federal Home Loan Mortgage Corporation ("FHLMC"), are supported
only by the credit of the issuing agency and not by the U.S. Government. No
assurance can be given that the U.S. Government would provide financial support
to U.S. Government-sponsored agencies or instrumentalities if it is not
obligated to do so.

Variable and Floating Rate Notes. The Stock Appreciation Fund may
acquire variable and floating rate notes, subject to such Fund's investment
objective, policies and restrictions. A variable rate note is one whose terms
provide for the adjustment of its interest rate on set dates and which, upon
such adjustment, can reasonably be expected to have a market value that
approximates its par value. A floating rate note is one whose terms provide for
the adjustment of its interest rate whenever a specified interest rate changes
and which, at any time, can reasonably be expected to have a market value that
approximates its par value. Such notes are frequently not rated by credit rating
agencies; however, unrated variable and floating rate notes purchased by such
Portfolios will be determined by Provident to be of comparable quality at the
time of purchase to rated instruments eligible for purchase under the Stock
Appreciation Fund's investment policies. In making such determinations,
Provident will consider the earning power, cash flow and other liquidity ratios
of the issuers of such notes (such issuers include financial, merchandising,
bank holding and other companies) and will continuously monitor their financial
condition. Although there may be no active secondary market with respect to a

B - 4
<PAGE> 42
particular variable or floating rate note purchased by the Stock Appreciation
Fund, the Stock Appreciation Fund may resell the note at any time to a third
party. The absence of an active secondary market, however, could make it
difficult for the Stock Appreciation Fund to dispose of a variable or floating
rate note in the event the issuer of the note defaulted on its payment
obligations and the Stock Appreciation Fund could, as a result or for other
reasons, suffer a loss to the extent of the default.

Repurchase Agreements. Securities held by the Stock Appreciation Fund
may be subject to repurchase agreements. Under the terms of a repurchase
agreement, the Stock Appreciation Fund would acquire securities from member
banks of the Federal Deposit Insurance Corporation and registered broker-dealers
which the investment adviser deems creditworthy under guidelines approved by the
Company's Board of Directors, subject to the seller's agreement to repurchase
such securities at a mutually agreed-upon date and price. The repurchase price
would generally equal the price paid by the Stock Appreciation Fund plus
interest negotiated on the basis of current short-term rates, which may be more
or less than the rate on the underlying portfolio securities. The seller under a
repurchase agreement will be required to maintain continually the value of
collateral held pursuant to the agreement at not less than the repurchase price
(including accrued interest). If the seller were to default on its repurchase
obligation or become insolvent, the Stock Appreciation Fund would suffer a loss
to the extent that the proceeds from a sale of the underlying portfolio
securities were less than the repurchase price under the agreement, or to the
extent that the disposition of such securities by the Stock Appreciation Fund
were delayed pending court action. Additionally, there is no controlling legal
precedent confirming that the Stock Appreciation Fund would be entitled, as
against a claim by such seller or its receiver or trustee in bankruptcy, to
retain the underlying securities, although the Board of Directors of the Company
believes that, under the regular procedures normally in effect for custody of
the Stock Appreciation Fund's securities subject to repurchase agreements and
under federal laws, a court of competent jurisdiction would rule in favor of the
Company if presented with the question. Securities subject to repurchase
agreements will be held by the Stock Appreciation Fund's custodian or another
qualified custodian or in the Federal Reserve/Treasury book-entry system.
Repurchase agreements are considered to be loans by the Stock Appreciation Fund
under the 1940 Act.

Except as otherwise disclosed to the shareholders of the Stock
Appreciation Fund, the Company will not acquire portfolio securities issued by,
make savings deposits in, or enter into repurchase agreements with Provident,
the Distributor, or their affiliates, and will not give preference to
Provident's correspondents with respect to such transactions, securities,
savings deposits and repurchase agreements. In addition, while the Stock
Appreciation Fund's investment restrictions permit it to engage in reverse
repurchase agreements without prior shareholder approval, the Stock Appreciation
Fund does not currently intend to enter into such agreements.

B - 5
<PAGE> 43
FUNDAMENTAL NATURE OF INVESTMENT OBJECTIVES

The investment objective of the Stock Appreciation Fund is fundamental
and may not be changed without approval of the holders of a majority of the
Stock Appreciation Fund's outstanding voting shares (which means the lesser of
(1) 67% of the shares represented at a meeting at which more than 50% of the
outstanding shares are represented or (2) more than 50% of the outstanding
shares).

In addition to the investment restrictions set forth in the Prospectus
and set forth above, the Stock Appreciation Fund may not:

1. Purchase securities on margin, except for use of short-term credit
necessary for clearance of purchases of portfolio securities and except as may
be necessary to make margin payments in connection with derivative securities
transactions;

2. Underwrite the securities issued by other persons, except to the
extent that the Stock Appreciation Fund may be deemed to be an underwriter under
certain securities laws in the disposition of "restricted securities";

3. Purchase or sell commodities or commodity contracts, except to the
extent disclosed in the current Prospectus of the Stock Appreciation Fund; and

4. Purchase or sell real estate (although investments in marketable
securities of companies engaged in such activities and securities secured by
real estate or interests therein are not prohibited by this restriction).

In addition to the investment restrictions contained in the Prospectus
and set forth above, the Stock Appreciation Fund has adopted the following
additional restrictions, which may be changed by the Board of Directors without
the vote of the Stock Appreciation Fund's shareholders:

1. The Stock Appreciation Fund may not purchase or retain securities of
an issuer if, to the knowledge of the Company, officers, Trustees or Directors
of the Company, Provident, or any subadvisers or the Distributor, each owning
beneficially more than 1/2 of 1% of the securities of such issuer, own in the
aggregate more than 5% of the securities of such issuer, or such persons or
management personnel of the Company, Provident, any subadvisers or the
Distributor have a substantial beneficial interest in the securities of such
issuer. Provident, the Distributor or any affiliates thereof or any of their
Directors, officers or employees may not purchase or sell as principal any
securities of the Stock Appreciation Fund. Nor may securities of the Stock
Appreciation Fund be loaned to Provident, the Distributor or any affiliates or
any of their Directors, officers or employees.

B - 6
<PAGE> 44
2. Engage in any short sales, except to the extent disclosed in the
current Prospectus of the Stock Appreciation Fund;

3. Invest more than 10% of total assets in the securities of issuers,
which together with any predecessors, have a record of less than three years of
continuous operation;

4. Purchase participation or direct interests in oil, gas or other
mineral exploration or development programs (although investments by such Fund
in marketable securities of companies engaged in such activities are not
prohibited by this restriction);

5. Purchase securities of other investment companies, except (a) in
connection with a merger, consolidation, acquisition or reorganization, and (b)
to the extent permitted by the 1940 Act or pursuant to any exemptions therefrom;
and

6. Mortgage or hypothecate the Stock Appreciation Fund's assets in
excess of one-third of such Fund's total assets.

In order to permit the sale of the Stock Appreciation Fund's shares in
certain states, the Company may make commitments more restrictive than the
investment restrictions described above and in the Prospectus. Should the
Company determine that any such commitment is no longer in the best interests of
the Stock Appreciation Fund, it will revoke the commitment by terminating sales
of the Stock Appreciation Fund's shares in the state involved.

If a percentage limit is satisfied at the time of investment or
borrowing, a later increase or decrease resulting from a change in asset value
is not a violation of the limit.

PORTFOLIO TURNOVER

The portfolio turnover rate for the Stock Appreciation Fund is
calculated by dividing the lesser of the Stock Appreciation Fund's purchases or
sales of portfolio securities for the year by the monthly average value of the
portfolio securities. The calculation excludes all securities whose remaining
maturities at the time of acquisition were one year or less.

The portfolio turnover rate for the Stock Appreciation Fund for the two
fiscal years ended September 30, 1995 and 1994 were 197% and 254%, respectively.
The portfolio turnover rate for the Stock Appreciation Fund may vary greatly
from year to year as well as within a particular year, and may also be affected
by cash requirements for redemptions of shares. High portfolio turnover rates
will generally result in higher transaction costs, including brokerage
commissions to the Stock Appreciation Fund, and may result in additional tax
consequences to such Fund's

B - 7
<PAGE> 45
shareholders.Portfolio turnover will not be a limiting factor in making
investment decisions.

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

DIVIDENDS AND TAXES

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

The Stock Appreciation Fund intends to distribute to its shareholders
dividends from net investment income monthly and all net realized long-term
capital gains annually in shares of the Stock Appreciation Fund or, at the
option of the shareholder, in cash. Shareholders who have not opted prior to the
record date for any distribution to receive cash will have the number of such
shares determined on the basis of the Stock Appreciation Fund's net asset value
per share computed at the end of the next business day following the record
date. Net asset value is used in computing the number of shares in both capital
gains and income distribution reinvestments. Account statements and/or checks as
appropriate will be mailed to shareholders within seven days after the Stock
Appreciation Fund pays the distribution. Unless the Stock Appreciation Fund
receives instructions to the contrary from a shareholder before the record date,
it will assume that the shareholder wishes to receive that distribution and all
future capital gains and income distributions in shares. Instructions continue
in effect until changed in writing.

It is expected that a portion of the Stock Appreciation Fund's income
distributions will be eligible for the 70% corporate dividends received
deduction.

ADDITIONAL TAX INFORMATION

The Stock Appreciation Fund is treated as a separate entity for federal
income tax purposes and intends to qualify as a "regulated investment company"
under the Internal Revenue Code of 1986, as amended (the "Code") for so long as
such qualification is in the best interest of that Fund's shareholders. In order
to qualify as a regulated investment company, the Stock Appreciation Fund must,
among other things: derive at least 90% of its gross income from dividends,
interest, payments with respect to securities loans, and gains from the sale or
other disposition of stock or securities or foreign currencies, or other income
derived with respect to its business of investing in such stock, securities, or
currencies; derive less than 30% of its gross income from the sale or other
disposition of stock, securities, options, futures, forward contracts or foreign
currencies held less than three months; and diversify its investments within
certain prescribed limits. In addition, to utilize the tax provisions specially
applicable to regulated investment companies, the Stock Appreciation Fund must
distribute to its shareholders at least 90% of its investment company taxable
income for the year. In general,

B - 8
<PAGE> 46
the Stock Appreciation Fund's investment company taxable income will be its
taxable income subject to certain adjustments and excluding the excess of any
net long-term capital gain for the taxable year over the net short-term capital
loss, if any, for such year.

A non-deductible 4% excise tax is imposed on regulated investment
companies that do not distribute in each calendar year (regardless of whether
they otherwise have a non-calendar taxable year) an amount equal to 98% of their
ordinary income for the calendar year plus 98% of their capital gain net income
for the one-year period ending on October 31 of such calendar year. The balance
of such income must be distributed during the next calendar year. Dividends
declared in October, November and December in any year and distributed in
January of the following year will be treated as having been paid in the prior
year. If distributions during a calendar year were less than the required
amount, the Stock Appreciation Fund would be subject to a non-deductible excise
tax equal to 4% of the deficiency.

Although the Stock Appreciation Fund expects to qualify as a "regulated
investment company" and to be relieved of all or substantially all federal
income taxes, depending upon the extent of its activities in states and
localities in which its offices are maintained, in which its agents or
independent contractors are located, or in which it is otherwise deemed to be
conducting business, the Stock Appreciation Fund may be subject to the tax laws
of such states or localities. In addition, if for any taxable year the Stock
Appreciation Fund does not qualify for the special tax treatment afforded
regulated investment companies, all of its taxable income will be subject to
federal tax at regular corporate rates (without any deduction for distributions
to its shareholders). In such event, dividend distributions would be taxable to
shareholders to the extent of earnings and profits, and would be eligible for
the dividends received deduction for corporations.

Distribution by the Stock Appreciation Fund of the excess of net
long-term capital gain over net short-term capital loss is taxable to
shareholders as long-term capital gain in the year in which it is received,
regardless of how long the shareholder has held the shares. Such distributions
are not eligible for the dividends-received deduction.

B - 9
<PAGE> 47
Federal taxable income of individuals is subject to graduated tax rates
of 15%, 28%, 31%, 36% and 39.6%. Further, the marginal tax rate may be in excess
of 39.6%, because adjustments reduce or eliminate the benefit of the personal
exemption and itemized deductions for individuals with gross income in excess of
certain threshold amounts.

Capital gains of individuals are subject to tax at the same rates
applicable to ordinary income; however, the tax rate on capital gains of
individuals cannot exceed 28%. Capital losses may be used to offset capital
gains. In addition, individuals may deduct up to $3,000 of net capital loss each
year to offset ordinary income. Excess net capital loss may be carried forward
to future years.

Federal taxable income of corporations in excess of $75,000 up to $10
million is subject to a 34% tax rate; however, because the benefit of lower tax
rates on a corporation's taxable income of less than $75,000 is phased out for
corporations with income in excess of $100,000 but lower than $335,000, a
maximum marginal tax rate of 39% may result. Federal taxable income of
corporations in excess of $10 million is subject to a tax rate of 35%. Further,
a corporation's federal taxable income in excess of $15 million is subject to an
additional tax equal to 3% of taxable income over $15 million, but not more than
$100,000.

Capital gains of corporations are subject to tax at the same rates
applicable to ordinary income. Capital losses may be used only to offset capital
gains and excess net capital loss may be carried back three years and forward
five years.

Certain corporations are entitled to a 70% dividends received deduction
for distributions from certain domestic corporations. The Stock Appreciation
Fund will designate the portion of any distributions which qualify for the 70%
dividends received deduction. The amount so designated may not exceed the amount
received by the Stock Appreciation Fund for its taxable year that qualifies for
the dividends received deduction.

GENERAL

The Stock Appreciation Fund may be required by federal law to withhold
and remit to the U.S. Treasury 31% of taxable dividends, if any, and capital
gain distributions to any shareholder, and the proceeds of redemption or the
values of any exchanges of shares of the Stock Appreciation Fund, if such
shareholder (1) fails to furnish the Company with a correct taxpayer
identification number, (2) under-reports dividend or interest income, or (3)
fails to certify to the Company that he or she is not subject to such
withholding. An individual's taxpayer identification number is his or her Social
Security number.

B - 10
<PAGE> 48
Information set forth in the Prospectus and this Statement of
Additional Information which relates to federal taxation is only a summary of
some of the important federal tax considerations generally affecting purchasers
of shares of the Stock Appreciation Fund. No attempt has been made to present a
detailed explanation of the federal income tax treatment of the Stock
Appreciation Fund or its shareholders and this discussion is not intended as a
substitute for careful tax planning. Accordingly, potential purchasers of shares
of the Stock Appreciation Fund are urged to consult their tax advisers with
specific reference to their own tax situation. In addition, the tax discussion
in the Prospectus and this Statement of Additional Information is based on tax
laws and regulations which are in effect on the date of the Prospectus and this
Statement of Additional Information; such laws and regulations may be changed by
legislative or administrative action. As of the date hereof, several proposals
have been introduced by the 104th Congress, which if enacted, could affect much
of the information contained in this section, including one proposal affecting
the treatment of capital gains which has been approved by the House of
Representatives. However, it is not possible at this time to assess which, if
any, of such proposals will be acted upon and the effect thereof, if any, on
this information.

Information as to the federal income tax status of all distributions
will be mailed annually to each shareholder.

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

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

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

Shares of the Stock Appreciation Fund are sold on a continuous basis by
the Distributor, and the Distributor has agreed to use appropriate efforts to
solicit all purchase orders. In addition to purchasing shares directly from the
Distributor, shares may be purchased through procedures established by the
Distributor in connection with the requirements of accounts at Provident or
Provident's affiliated entities (collectively, "Entities"). Customers purchasing
shares of the Stock Appreciation Fund may include officers, directors, or
employees of Provident or the Entities.

The Company may suspend the right of redemption or postpone the date of
payment for shares during any period when (a) trading on the New York Stock
Exchange (the "Exchange") is restricted by applicable rules and regulations of
the Commission, (b) the Exchange is closed for other than customary weekend and
holiday closings, (c) the Commission has by order permitted such suspension, or
(d) an emergency exists as a result of which (i) disposal by the Company of
securities owned by it is not reasonably practical, or (ii) it is not reasonably
practical for the Company to determine the fair value of its net assets.

B - 11
<PAGE> 49
At various times, the Company may be requested to redeem shares for
which it has not yet received good payment. In such a case, the Company may
delay the mailing of a redemption check or the wiring or EFT of redemption
proceeds until good payment has been collected for the purchase of such shares.
This may take up to 15 days. Any delay may be avoided by purchasing shares
either with a certified check or by Federal Reserve or bank wire of funds or
EFT. Although the mailing of a redemption check, wiring or EFT of redemption
proceeds may be delayed, the redemption value will be determined and the
redemption processed in the ordinary course of business upon receipt of proper
documentation. In such a case, after the redemption and prior to the release of
the proceeds, no appreciation or depreciation will occur in the value of the
redeemed shares and no interest will be paid on the redemption proceeds. If the
payment of a redemption has been delayed, the check will be mailed or the
proceeds wired or sent EFT promptly after good payment has been collected.

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

VALUATION OF SECURITIES

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

Current values for the Stock Appreciation Fund's securities are
determined as follows:

(1) Securities that are traded on a national securities exchange or the
over-the-counter National Market System (NMS) are valued on the basis of the
last sales price on the exchange where primarily traded or NMS prior to the time
of the valuation, provided that a sale has occurred and that this price reflects
current market value according to procedures established by the Board of
Directors;

(2) Securities traded in the over-the-counter market, other than on
NMS, for which market quotations are readily available, or in the event no sale
has occurred under (1) above, are valued at the mean of the bid and asked prices
at the time of valuation;

(3) Short-term instruments which are purchased with maturities of sixty
days or less are valued at amortized cost (original purchase cost as adjusted
for amortization of premium or accretion of discount) which, when combined with
accrued interest, approximates market; short-term instruments maturing in more
than sixty days when purchased which are held on the sixtieth day prior to
maturity are valued at amortized cost (market value on the sixtieth day adjusted
for amortization of premium or accretion of discount) which, when combined with
accrued interest, approximates market; and which in either case reflects fair
value as determined by the Board of Directors;

B - 12
<PAGE> 50
(4) Short-term money market instruments having maturities of more than
sixty days for which market quotations are readily available are valued at
current market value; where market quotations are not available, such
instruments are valued at fair value as determined by the Board of Directors;
and

(5) The following are valued at prices deemed in good faith to be fair
under procedures established by the Board of Directors: (a) securities,
including restricted securities, for which complete quotations are not readily
available, (b) listed securities or those on NMS if, in the Company's opinion,
the last sales price does not reflect a current market value or if no sale
occurred, and (c) other assets.

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

DIRECTORS AND OFFICERS

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

The Directors and officers of the Company are:

J. VIRGIL EARLY, Age 57, Director; Principal in J. Virgil Early &
Associates and former Executive Vice President of Huntington Bankshares, Inc.
Mr. Early's business address is J. Virgil Early & Associates, 11 Bliss Lane,
Jekyll Island, Georgia 31527.

WILLIAM M. HIGGINS, Age 50, Director; President and Director of Sena
Weller Rohs Williams Inc.; former President and Director of Reynolds DeWitt
Advisers, Inc. and former Vice President of Reynolds DeWitt Securities Co. Mr.
Higgins' business address is Sena Weller Rohs Williams, Inc., 300 Main Street,
4th Fl., Cincinnati, OH 45202.

STEPHEN G. MINTOS, Age 40, Director and President of the Company;
Executive Vice President, BISYS Fund Services.*

GEORGE O. MARTINEZ, Age 36, Vice President; employee of BISYS Fund
Services since April 1995; prior to April 1995, he was Vice President and
Associate General Counsel of Alliance Capital Management L.P.

WALTER B. GRIMM, Age 49, Vice President, Secretary and Treasurer;
employee of BISYS Fund Services since June 1992; prior to June 1992, he was the
President of Leigh Investments Consulting (investment firm).

*This Director is an interested person of the Company as defined under
the 1940 Act.

B - 13
<PAGE> 51
Except as set forth above, the address of all Directors and officers of
the Company is 3435 Stelzer Road, Columbus, Ohio 43219.

During the fiscal year ended December 31, 1995, no Director or officer
affiliated with Provident, the Distributor or BISYS Fund Services Ohio, Inc.
received any direct remuneration from the Company.

The following table sets forth information regarding all compensation
paid by the Company to its directors for their services as directors during the
fiscal year ended December 31, 1995. The Company has no pension or retirement
plans.

COMPENSATION TABLE
<TABLE>
<CAPTION>
Aggregate Total Compensation
Name and Position Compensation From The Company
With The Company From The Company and The Fund Complex*
- ----------------- ---------------- ---------------------
<S> <C> <C>
J. Virgil Early $_____ $_____
Director

William M. Higgins $_____ $_____
Director

Stephen G. Mintos $0 $0
Director
</TABLE>

- ----------

*For purposes of this Table, Fund Complex means one or more mutual
funds, including the Stock Appreciation Fund, which have a common investment
adviser or affiliated investment advisers or which hold themselves out to the
public as being related.

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

MANAGEMENT OF THE COMPANY

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

INVESTMENT ADVISER

Subject to the general supervision of the Company's Board of Directors
and in accordance with the respective Portfolio's investment objectives,
policies and restrictions, investment advisory services are provided to each of
the Portfolios of the Company by The Provident Bank, One East Fourth Street,
Cincinnati, Ohio 45202 ("Provident") pursuant to the Investment Advisory
Agreement dated as of August 1, 1994, as amended as of July 6, 1995 (with
respect to the Stock Appreciation Fund), and as further

B - 14
<PAGE> 52
amended as of August 15, 1995 (the "Investment Advisory Agreement"). Prior to
August 1, 1994, such services were provided to the Money Market Fund, the Income
Fund, and the Income Equity Fund pursuant to a Management Agreement dated August
6, 1992, between the Company and Provident (the "Prior Management Agreement"),
an Investment Advisory Agreement between the Company and Provident with respect
to the Income Fund dated April 30, 1993 (the "Provident Advisory Agreement"),
and an Investment Advisory Agreement between the Company and SunBank Capital
Management, N.A. ("SunBank") with respect to the Income Equity Fund dated August
1, 1992 (the "SunBank Agreement").

Provident's services as investment adviser are provided through its
Trust and Financial Services Group. Provident's Trust and Financial Services
Group currently manages assets of approximately $300 million. The Company is the
first registered investment company for which Provident has provided investment
advisory services.

Provident is an Ohio banking corporation which, with its affiliates, on
December 31, 1994, provided commercial lending, lease financing, consumer
credit, credit card, discount brokering, data processing, personal loan
financing and trust and asset management services through over 70 branch offices
located in Ohio and Kentucky. Provident is a subsidiary of Provident Bancorp,
Inc., a bank holding company headquartered in Cincinnati, Ohio, with
approximately $5.4 billion in total consolidated assets as of December 31, 1994.
Through its Ohio and Kentucky banking subsidiaries, Provident Bancorp, Inc.
provides a wide range of banking services to individuals and businesses.

Provident's Trust and Financial Services Group employs an experienced
staff of professional investment analysts, portfolio managers and traders and
uses several proprietary computer-based systems in conjunction with fundamental
analysis to identify investment opportunities.

Under the Investment Advisory Agreement, Provident has agreed to
provide, either directly or through one or more subadvisers, investment advisory
services for each of the Company's Portfolios as described in their respective
Prospectuses. For the services provided and expenses assumed pursuant to the
Investment Advisory Agreement, each of the Company's Portfolios pays Provident a
fee, computed daily and paid monthly, at an annual rate calculated as a
percentage of the average daily net assets of that Portfolio. The annual rates
for the Portfolios are as follows: fifteen one-hundredths of one percent (.15%)
for the Money Market Fund; forty one-hundredths of one percent (.40%) for the
Income Fund; ninety-five one-hundredths of one percent (.95%) for the Income
Equity Fund; fifty one-hundredths of one percent (.50%) for the Tax-Free Fund;
ninety one-hundredths of one percent (.90%) for the Flexible Growth Fund; and
eighty one-hundredths of one percent

B - 15
<PAGE> 53
(.80%) for the Stock Appreciation Fund. Provident may periodically voluntarily
reduce all or a portion of its advisory fee with respect to the Stock
Appreciation Fund to increase the net income of that Portfolio available for
distribution as dividends.

Under the Prior Management Agreement, for the fiscal period ended
December 31, 1992, the fiscal year ended December 31, 1993, and the period from
January 1, 1994 to July 31, 1994, the Income Fund incurred $9,717, $82,342 and
$58,055, respectively, in management fees; the Income Equity Fund incurred
$10,944, $83,536 and $69,030, respectively, in management fees; and the Money
Market Fund incurred $16,858, $156,711 and $130,493, respectively, in management
fees to Provident. Under the Investment Advisory Agreement, for the period
August 1, 1994 to December 31, 1994, the Income Fund, the Income Equity Fund,
the Money Market Fund, the Tax-Free Fund and the Flexible Growth Fund incurred,
respectively, the following in management fees: $68,703, $59,054, $96,715,
$20,864, and $2,255.

For the fiscal year period December 31, 1992, the Income Fund paid
Keystone Custodian Funds, Inc. ("Keystone") $14,780 in advisory fees. For the
fiscal period January 1, 1993 through April 30, 1993, Keystone continued to
serve as adviser to the Income Fund. For that period, the Company paid Keystone
$8,288 in advisory fees. The Agreement between Keystone and the Company, on
behalf of the Income Fund was terminated by mutual agreement on April 30, 1993.

For the fiscal period May 1, 1993 through December 31, 1993, the
Company, on behalf of the Income Fund, paid Provident $19,159 in advisory fees.

For the fiscal year ended September 30, 1995, the Stock Appreciation
Fund paid no investment advisory fees to Provident since the Reorganization was
not completed until September 30, 1995.

The Directors of Provident are Allen L. Davis, Jack M. Cook, Thomas D.
Grote, Jr., S. Paul Mathews, Philip R. Myers, Joseph A. Pedoto, Sidney A.
Peerless and Joseph A. Steger.

The principal executive officers of Provident are Allen L. Davis,
President and Chief Executive Officer; Philip R. Myers, Senior Executive Vice
President; Robert L. Hoverson, Executive Vice President; John R. Farrenkopf,
Senior Vice President and Chief Financial Officer; Mark E. Magee, Senior Vice
President, General Counsel and Secretary; John S. Catlin, Richard J. Deyhle,
Geoffrey R. Glick, Jerry L. Grace, Roy L. Hiles, Drew T. Kagan, Noel Knox,
Roland E. Koch, John R. Mirlisena, John E. Rubenbauer and Bradley J. Smith,
Senior Vice Presidents.

B - 16
<PAGE> 54
For the fiscal period ended December 31, 1992, the Income Fund paid
$65,473 in expenses, of which Provident reimbursed the Portfolio $24,897, and
the Income Equity Fund paid $55,543 in expenses, of which amount Provident
reimbursed the Portfolio $14,774. For the fiscal year ended December 31, 1993,
the Income Fund paid $293,437 in expenses, of which amount Provident reimbursed
the Portfolio $115,029, and the Income Equity Fund paid $337,251 in expenses, of
which amount Provident reimbursed the Portfolio $35,381. For the fiscal year
ended December 31, 1994, Provident waived investment advisory fees or reimbursed
the portfolios for certain expenses in the following amounts: the Flexible
Growth Fund - $16,264; and the Tax-Free Fund - $4,394, respectively.

Unless sooner terminated, the Investment Advisory Agreement continue in
effect as to a particular Portfolio until December 31, 1995, and thereafter for
successive one-year periods ending December 31 of each year if such continuance
is approved at least annually by the Company's Board of Directors or by vote of
a majority of the outstanding shares of such Portfolio (as defined under
"Fundamental Nature of Investment Objectives" in the Prospectuses), and a
majority of the Directors who are not parties to the Investment Advisory
Agreement (as defined in the 1940 Act) of any party to the Investment Advisory
Agreement by votes cast in person at a meeting called for such purpose. The
Investment Advisory Agreement is terminable as to a particular Portfolio at any
time on 60 days' written notice without penalty by the Portfolio, by vote of a
majority of the outstanding shares of that Portfolio, or by Provident. Such
Agreement also terminates automatically in the event of any assignment, as
defined in the 1940 Act.

The Investment Advisory Agreement provides that the investment adviser
shall not be liable for any error of judgment or mistake of law or for any loss
suffered by the Company in connection with the performance of its duties, except
a loss resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith, or gross negligence on the part of the investment adviser in the
performance of its duties, or from reckless disregard of its duties and
obligations thereunder.

CUSTODIAN, TRANSFER AGENT AND FUND ACCOUNTANT

In addition to serving as investment adviser, Provident has entered
into an Amended and Restated Custodian, Fund Accounting and Recordkeeping
Agreement with the Company to provide custody and certain fund accounting
services to each of the Portfolios, including the Stock Appreciation Fund. Under
the Amended and Restated Custodian, Fund Accounting and Recordkeeping Agreement
dated as of August 1, 1994, as amended July 6, 1995, Provident receives an
annual fee from the Stock Appreciation Fund, computed

B - 17
<PAGE> 55
daily and paid monthly, at an annual rate of .15% of the average daily net
assets of the Stock Appreciation Fund. Provident as custodian is responsible for
safeguarding all securities and cash of the Stock Appreciation Fund. No amounts
have been paid by the Stock Appreciation Fund under the Amended and Restated
Custodian, Fund Accounting and Recordkeeping Agreement prior to September 30,
1995 since the Reorganization was not completed until that date.

Under the Master Transfer and Recordkeeping Agreement, Provident
receives from the Stock Appreciation Fund for its Investor A shares a fee,
computed daily and paid monthly at the annual rate of 0.04% of the average daily
net assets of that Fund's Investor A shares. With respect to the Stock
Appreciation Fund's Investor B shares, Provident receives from the Stock
Appreciation Fund a $20,000 annual fee plus $23 per Investor B shareholder
account, certain other fees for IRAs and payroll deduction plans, and
out-of-pocket expenses. Pursuant to a Sub-Transfer Agency Agreement dated as of
January 1, 1995, as amended July 6, 1995, between Provident and BISYS Fund
Services Ohio, Inc., an affiliate of the Distributor ("BISYS"), BISYS provides
sub-transfer agency services for the Investor B shares of the Stock Appreciation
Fund. For such services, BISYS receives from Provident an annual fee of $20,000,
$23 per Investor B shareholder account and certain other fixed fees and
out-of-pocket expenses.

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

SECURITIES TRANSACTIONS

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

Provident, under policies established by the Board of Directors,
selects broker-dealers to execute transactions for the Stock Appreciation Fund.
It is the policy of the Company, in effecting transactions in portfolio
securities, to seek best execution of and best price for orders. The
determination of what may constitute best execution and price in the execution
of a transaction by a broker involves a number of considerations, including,
without limitation, the overall direct net economic result to the Stock
Appreciation Fund, involving both price paid or received and any commissions and
other costs paid, the breadth of the market where executed, the efficiency with
which the transaction is effected, the ability to effect the transaction at all
where a large block is involved, the availability of the broker to stand ready
to execute potentially difficult transactions in the future and the financial
strength and stability of the broker. Such considerations are judgmental and are
weighed by the Board of Directors in determining the overall reasonableness of
brokerage commissions paid. In determining best execution and selecting brokers
to execute transactions, Provident may consider brokerage and research services,
such as analyses and reports concerning

B - 18
<PAGE> 56
issuers, industries, securities, economic factors and trends and other
statistical and factual information provided to the Stock Appreciation Fund or
to any other Portfolio or account over which Provident or its affiliates
exercise investment discretion. Provident is authorized to pay a broker-dealer
who provides such brokerage and research services a commission for executing the
Stock Appreciation Fund's transactions which is in excess of the amount of
commission another broker would have charged for effecting that transaction if,
but only if, Provident determines in good faith that such commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker viewed in terms of that particular transaction or in
terms of all of the accounts over which it exercises investment discretion. Any
such research and other statistical and factual information provided by brokers
to the Stock Appreciation Fund or to Provident is considered to be in addition
to and not in lieu of services required to be performed by Provident for the
Stock Appreciation Fund under its agreement with the Company. The cost, value
and specific application of such information are indeterminable and hence are
not practicably allocable among the Stock Appreciation Fund, the other
Portfolios and the other clients of Provident who may indirectly benefit from
the availability of such information. Similarly, the Stock Appreciation Fund may
indirectly benefit from information made available as a result of transactions
effected for such other Portfolios or clients. Provident, on behalf of the Stock
Appreciation Fund, anticipates directing some brokerage transactions to
Autranet, a division of Donaldson, Lufkin & Jenrette, Mansfield Charts and the
William O'Neil Company in return for technical and fundamental research
services, although Provident does not believe that it will pay higher brokerage
commissions for such services. Under the Investment Advisory Agreement,
Provident is permitted to pay higher brokerage commissions for brokerage and
research services in accordance with Section 28(e) of the Securities Exchange
Act of 1934. In the event Provident does follow such a practice, it will do so
on a basis which is fair and equitable to the Company, and its Portfolios,
including the Stock Appreciation Fund.

The Stock Appreciation Fund expects that purchases and sales of
securities usually will be effected through brokerage transactions for which
commissions are payable. Purchases from underwriters will include the
underwriting commission or concession, and purchases from dealers serving as
market makers will include a dealer's mark up or mark down. Where transactions
are made in the over-the-counter market, the Stock Appreciation Fund will deal
with primary market makers unless more favorable prices are otherwise
obtainable. For the fiscal year ended September 30, 1995, the Stock Appreciation
Fund paid $______ in brokerage commissions, none of which were paid to
affiliates of the Stock Appreciation Fund.

B - 19
<PAGE> 57
The policy of the Company with respect to brokerage is and will be
reviewed by the Board of Directors from time to time. Because of the possibility
of further regulatory developments affecting the securities exchanges and
brokerage practices generally, the foregoing practices may be changed, modified
or eliminated at any time.

Investment decisions for the Stock Appreciation Fund are made
independently from similar accounts managed by Provident, including the other
Portfolios. Such similar accounts or Portfolios may also invest in the same
securities as the Stock Appreciation Fund. When a purchase or sale of the same
security is made at substantially the same time on behalf of the Stock
Appreciation Fund and such other Portfolios or accounts managed by Provident,
the transaction will be averaged as to price and available investments allocated
as to amount in the manner which Provident believes to be equitable to the Stock
Appreciation Fund and such other Portfolios and accounts. In some instances,
these investment procedures may adversely affect the price paid or received by
the Stock Appreciation Fund or the size of the position obtained by the Stock
Appreciation Fund. To the extent permitted by law, Provident may aggregate the
securities to be sold or purchased for the Stock Appreciation Fund with those to
be sold or purchased for other Portfolios or similar accounts in order to obtain
best execution.

In no instances will Provident, the Distributor or any of their
affiliated persons, as defined in the 1940 Act, purchase or sell as principal
any securities to or from the Stock Appreciation Fund unless an appropriate
exemption therefor is available under the 1940 Act.

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

ADMINISTRATOR

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

BISYS Fund Services also serves as administrator (the "Administrator")
to the Company and the Stock Appreciation Fund pursuant to the Administration
Agreement dated February 1, 1994, as amended as of July 6, 1995 (the
"Administration Agreement"). The Administrator assists in supervising all
operations of the Stock Appreciation Fund (other than those performed by
Provident under the Investment Advisory Agreement and by Provident under the
Custodian, Fund Accounting and Recordkeeping Agreement and under the Master
Transfer and Recordkeeping Agreement). The Administrator is a broker-dealer
registered with the Commission, and is a member of the National Association of
Securities Dealers, Inc. The Administrator provides financial services to
institutional clients.

Under the Administration Agreement, the Administrator has agreed to
maintain office facilities for the Company, furnish

B - 20
<PAGE> 58
statistical and research data, clerical and certain bookkeeping services and
stationery and office supplies; prepare the periodic reports to the Commission
on Form N-SAR or any replacement forms therefor; compile data for, prepare for
execution by the Stock Appreciation Fund and file all the Stock Appreciation
Fund's federal and state tax returns and required tax filings other than those
required to be made by the Stock Appreciation Fund's custodian and transfer
agent; prepare compliance filings pursuant to state securities laws; assist to
the extent requested by the Company with the Company's preparation of its Annual
and Semi-Annual Reports to Shareholders and its Registration Statements (on Form
N-1A or any replacement therefor); compile data for, prepare and file timely
Notices to the Commission required pursuant to Rule 24f-2 under the 1940 Act;
keep and maintain the financial accounts and records of the Stock Appreciation
Fund, including calculation of daily expense accruals; and generally assist in
all aspects of the Stock Appreciation Fund's operations other than those
performed by Provident under the Investment Advisory Agreement, and by Provident
under the Custodian, Fund Accounting and Recordkeeping Agreement and under the
Master Transfer and Recordkeeping Agreement. Under the Administration Agreement,
the Administrator may delegate all or any part of its responsibilities
thereunder.

The Administrator receives a fee from the Stock Appreciation Fund for
its services as Administrator and expenses assumed pursuant to the
Administration Agreement, calculated daily and paid periodically, equal a fee
calculated at the annual rate of 0.20% of that Fund's average daily net assets.
The Administrator may voluntarily reduce all or a portion of its fee with
respect to the Stock Appreciation Fund in order to increase the net income of
the Stock Appreciation Fund available for distribution as dividends.

Unless sooner terminated as provided therein, the Administration
Agreement will continue in effect until December 31, 1995. The Administration
Agreement thereafter shall be renewed automatically for successive two-year
terms, unless written notice not to renew is given by the non-renewing party to
the other party at least 60 days prior to the expiration of the then-current
term. The Administration Agreement is terminable with respect to the Stock
Appreciation Fund only upon mutual agreement of the parties to the
Administration Agreement and for cause (as defined in the Administration
Agreement) by the party alleging cause, on no less than 60 days' written notice
by the Company's Board of Directors or by the Administrator.

The Administration Agreement provides that the Administrator shall not
be liable for any error or judgment or mistake of law or any loss suffered by
the Company in connection with the matters to which the Administration Agreement
relates, except a loss resulting from willful misfeasance, bad faith, or gross
negligence in the performance of its duties, or from the reckless disregard by
the Administrator of its obligations and duties thereunder.

B - 21
<PAGE> 59
- --------------------------------------------------------------------------------

DISTRIBUTOR

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

The Distributor serves as distributor to the Company and the Stock
Appreciation Fund pursuant to the Distribution Agreement dated February 1, 1994,
as amended July 6, 1995 (the "Distribution Agreement"). Unless otherwise
terminated, the Distribution Agreement will remain in effect until February 1,
1996, and thereafter will continue for successive one-year periods ending
December 31 of each year if approved at least annually by the Company's Board of
Directors or by the vote of a majority of the outstanding shares of the Company,
and by the vote of a majority of the Directors of the Company who are not
parties to the Distribution Agreement or interested persons (as defined in the
1940 Act) of any party to the Distribution Agreement, cast in person at a
meeting called for the purpose of voting on such approval. The Distribution
Agreement may be terminated in the event of any assignment, as defined in the
1940 Act.

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

DISTRIBUTION PLANS

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

The Stock Appreciation Fund has adopted a Distribution and Shareholder
Service Plan and Agreement relating to its Investor A class of shares (the
"Investor A Plan") pursuant to Rule 12b-1 under the 1940 Act. The Stock
Appreciation Fund has also adopted a Distribution and Shareholder Service Plan
and Agreement pursuant to Rule 12b-1 under the 1940 Act relating to its Investor
B Class of Shares (the "Investor B Plan"). The Investor A Plan and the Investor
B Plan together are hereinafter referred to as the "Plans." Rule 12b-1 regulates
circumstances under which an investment company may bear expenses associated
with the distribution of its shares. The Stock Appreciation Fund adopted both
its Investor A Plan and Investor B Plan prior to the public offering of its
shares of that class. The Investor A Plan provides that the Stock Appreciation
Fund may incur certain expenses which may not exceed a maximum amount up to
0.25% of such Fund's average daily net assets for any fiscal year occurring
after the inception of that Investor A Plan. Amounts paid under the Investor A
Plan are to be paid to the Distributor in order to pay costs of distribution of
the Stock Appreciation Fund's Investor A shares, including payment to the
Distributor for efforts expended in respect of or in furtherance of sales of
Investor A shares of the Stock Appreciation Fund and to enable the Distributor
to pay or to have paid to others who sell or have sold Investor A shares a
maintenance or other fee, at such intervals as the Distributor may determine in
respect of Investor A shares previously sold by any

B - 22
<PAGE> 60
such others at any time and remaining outstanding during the period in respect
of which such fee is or has been paid. Such payments would be made through the
Distributor to compensate broker-dealers and others whose clients invest in
Investor A shares of the Stock Appreciation Fund for continuing services to
their clients based on the average daily net asset value of such accounts
remaining outstanding on the books of the Stock Appreciation Fund for specified
periods.

The Investor B Plan authorizes the Stock Appreciation Fund to make
payments to the Distributor in an amount not in excess, on an annual basis, of
1.00% of the average daily net asset value of the Investor B shares of that
Fund. Pursuant to the Investor B Plan, the Stock Appreciation Fund is authorized
to pay or reimburse the Distributor of Investor B shares, (a) a distribution fee
in an amount not to exceed on an annual basis .75% of the average daily net
asset value of Investor B shares of the Stock Appreciation Fund (the
"Distribution Fee") and (b) a service fee in an amount not to exceed on an
annual basis .25% of the average daily net asset value of the Investor B shares
of such Fund (the "Service Fee"). Payments of the Distribution Fee to the
Distributor pursuant to the Investor B Plan will be used (i) to compensate
Participating Organizations (as defined below) for providing distribution
assistance relating to Investor B shares, and (ii) for promotional activities
intended to result in the sale of Investor B shares such as to pay for the
preparation, printing and distribution of prospectuses to other than current
shareholders, and payments of the Service Fee to the Distributor pursuant to the
Investor B Plan will be used to compensate Participating Organizations for
providing shareholder services with respect to their customers who are, from
time to time, beneficial and record holders of Investor B shares. Participating
Organizations include banks (including Provident and its affiliates),
broker-dealers and other institutions.

The Stock Appreciation Fund makes no payments in connection with the
sales of its shares other than the fees paid to the Distributor under the
respective Plans. As a result, the Stock Appreciation Fund does not pay for
unreimbursed expenses of the Distributor, including amounts expended by the
Distributor in excess of amounts received by it from the Stock Appreciation
Fund, or interest, carrying or other financing charges in connection with excess
amounts expended.

All persons authorized to direct the disposition of monies paid or
payable by the Stock Appreciation Fund pursuant to a Plan or any related
agreement must provide to the Company's Board of Directors at least quarterly a
written report of the amounts so expended and the purposes for which such
expenditures were made. Representatives, brokers, dealers or others receiving
payments from the Distributor pursuant to a Plan must determine that such
payments and the services provided in connection with such payments are
appropriate for such persons and are not in violation of

B - 23
<PAGE> 61
regulatory limitations applicable to such persons. The Board reviews these
reports in connection with their decisions with respect to the Plans.

While each Plan is in effect, the selection and nomination of Directors
of the Company who are not "interested persons" as defined by the 1940 Act
("Independent Directors") are committed to the discretion of the Independent
Directors then in office.

Each Plan was approved by the Board of Directors and by those
Independent Directors who have no direct or indirect financial interest in the
operation of the Plans or any agreements of the Company or any other person
related to a Plan ("Rule 12b-1 Directors"), cast in person at a meeting called
for the purpose of voting on such Plan. Each Plan may be continued annually if
approved by a majority vote of the Directors, and by a majority of the Rule
12b-1 Directors, cast in person at a meeting called for that purpose. Each Plan
may not be amended in order to increase materially the amount of distribution
expenses permitted under a Plan without being approved by a majority vote of the
outstanding voting shares of that class of the Stock Appreciation Fund. Each
Plan may be terminated at any time by a majority vote of the Rule 12b-1
Directors or a majority of the outstanding voting shares of the effected class
of the Stock Appreciation Fund.

For the fiscal year ended September 30, 1995, no distribution expenses
under either Plan were paid by the Stock Appreciation Fund since the
Reorganization had not been completed until September 30, 1995.

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

CAPITAL STOCK

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

The Company has authorized capital of 3,000,000,000 shares, $.001 par
value. The Company's Articles of Incorporation authorizes the Board of Directors
to divide the Company's capital stock into unlimited series and classes. The
Company presently has six series of shares which represent interests in the
Portfolios of the Company. The shares of each Portfolio, other than the Money
Market Fund, are offered in two separate Classes: Investor A shares and Investor
B shares. Shares of the Money Market Fund are only offered in the Investor A
class of shares. Each share of the Company is entitled to one vote. Fractional
shares have proportionate voting rights and participate pro rata in dividends
and distributions. Shares of the Stock Appreciation Fund are fully paid and
non-assessable when issued and have no preemptive, conversion or exchange rights
except as otherwise described in the Prospectus. Shareholders are entitled to
redeem their shares as set forth under "How to Redeem Shares" in the Prospectus.
The
B - 24
<PAGE> 62
shares are transferable without restriction. The Company does not issue share
certificates.

Company shares have non-cumulative rights, which means that the holders
of more than 50% of shares voting for the election of Directors can elect 100%
of the Directors if they choose to do so and, in such event, the holders of the
remaining shares so voting are not able to elect any Directors.

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

STANDARDIZED TOTAL RETURN AND YIELD QUOTATIONS

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

TOTAL RETURN

Total return quotations for the Stock Appreciation Fund as they may
appear from time to time in advertisements are calculated by finding the average
annual compounded rates of return over one, five and ten year periods, or the
time periods for which the Stock Appreciation Fund has had operations, whichever
is relevant, on a hypothetical $1,000 investment that would equate the initial
amount invested to the ending redeemable value. To the initial investment all
dividends and distributions are added, and all recurring fees charged to all
shareholder accounts are deducted. The ending redeemable value assumes a
complete redemption at the end of the relevant periods. Aggregate total return
is a measure of the change in value of an investment in the Stock Appreciation
Fund over the relevant period and is calculated similarly to average annual
total return except that the result is not annualized.

For the one- and five-year periods ended September 30, 1995, and the
period from commencement of operations (July, 1987) to September 30, 1995, the
average annual total returns for the Stock Appreciation Fund (including the MIM
Stock Appreciation as the Stock Appreciation Fund's predecessor) were 25.12%,
22.21% and 10.48%, respectively. Such returns do not reflect the imposition of a
sales charge. If such charges had been imposed, such returns would have been
19.42%, 21.06% and 9.86%, respectively.

30-DAY YIELD

Current yield quotations as they may appear from time to time in
advertisements will consist of a quotation based on a 30- day period ended on
the date of the most recent balance sheet of the Stock Appreciation Fund,
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 base
period.

For the 30-day period ended September 30, 1995, the yield of the MIM
Stock Appreciation Fund was ____%. Such

B - 25
<PAGE> 63
yield does not reflect the imposition of a sales charge. If such charges had
been imposed such yield would have been _____%.

DISTRIBUTION RATES

The Stock Appreciation Fund may from time to time advertise current
distribution rates which are calculated in accordance with the method disclosed
in the Prospectus.

GENERAL

The yield and total return of any investment are generally a function
of quality and maturity, type of investment and operating expenses. The Stock
Appreciation Fund's yields and total return will fluctuate from time to time and
are not necessarily representative of future results.

Yield and total return information is useful in reviewing the Stock
Appreciation Fund's performance, but because yield and total return will
fluctuate, such information may not provide a basis for comparison with bank
deposits or other investments that pay a fixed yield for a stated period of
time. An investor's principal is not guaranteed by the Stock Appreciation Fund.
Based upon the positions of the Commission, the Stock Appreciation Fund is
deemed to have succeeded to the performance history of the MIM Stock
Appreciation Fund.

From time to time, the Company may include the following types of
information in advertisements, supplemental sales literature and reports to
shareholders: (a) discussions of general economic or financial principals (such
as the effects of inflation, the power of compounding and the benefits of
dollar-cost averaging); (b) discussions of general economic trends; (c)
presentations of statistical data to supplement such discussions; (d)
descriptions of past or anticipated portfolio holdings for one or more of the
Portfolios within the Company; (e) descriptions of investment strategies for the
Stock Appreciation Fund; (f) descriptions of investment strategies for the Stock
Appreciation Fund; (g) descriptions or comparisons of various investment
products, which may or may not include the Stock Appreciation Fund; (h)
comparisons of investments products (including the Stock Appreciation Fund) with
relevant market or industry indices or other appropriate benchmarks; (i)
discussions of fund rankings or ratings by recognized rating organizations; and
(j) testimonials describing the experience of persons that have invested in the
Stock Appreciation Fund.

B - 26
<PAGE> 64
- --------------------------------------------------------------------------------

ADDITIONAL INFORMATION

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

As of the date hereof, the Company knows of no one investor who owns
5% or more of the outstanding Investor A or Investor B shares of the Stock
Appreciation Fund.

AUDITORS

The financial statements for the Stock Appreciation Fund at and for
the fiscal year ended September 30, 1995, appearing in this Statement of
Additional Information have been audited by McCurdy & Associates CPA's, Inc.,
independent certified public accountants, as set forth in their report
appearing elsewhere herein and are included in reliance upon such report and on
the authority of such firm as expects in auditing and accounting. Ernst &
Young LLP, 1300 Chiquita Center, 250 East Fifth Street, Cincinnati, Ohio 45202,
Certified Public Accountants, have been appointed as the independent auditors
for the Stock Appreciation Fund for the three month period ended December 31,
1995.

LEGAL COUNSEL

Baker & Hostetler, 65 East State Street, Columbus, Ohio 43215, is
counsel to the Company and will pass upon the legality of the shares offered
hereby.

GENERAL

Except as otherwise stated in the Prospectus, this Statement of
Additional Information, or required by law, the Company reserves the right to
change the terms of the offer stated in its Prospectus or this Statement of
Additional Information without shareholder approval, including the right to
impose or change fees for services provided.

No dealer, salesman or other person is authorized to give any
information or to make any representation not contained in the Prospectus, this
Statement of Additional Information or in supplemental sales literature issued
by the Company or the Distributor, and no person is entitled to rely on any
information or representation not contained therein.

The Prospectus and this Statement of Additional Information omit
certain information contained in the registration statement filed with the
Securities and Exchange Commission which may be obtained from the Commission's
principal office in Washington, D.C. upon payment of the fee prescribed by the
Rules and Regulations promulgated by the Commission.

B - 27
<PAGE> 65
- --------------------------------------------------------------------------------

FINANCIAL STATEMENTS

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

B - 28

<PAGE> 66

THE RIVERFRONT FUNDS, INC.
Statement of Assets and Liabilities
September 30, 1995

<TABLE>
<CAPTION>
Stock
Appreciation
Fund
----------------
<S> <C>
Assets
Portfolio securities @ market value
(includes Short-Term Investments) $ 40,633,005
Cash 45,696
Financial Reserves Fund 2,782,209
Dividends and Interest receivable 31,873
Receivable from brokers for investments sold 999,251
Prepaid expenses and other assets 7,874
----------------
Total Assets 44,499,908
----------------

Liabilities
Dividends payable 17,723
Accrued expenses 1,587
Accrued audit & legal fees 26,020
----------------
Total Liabilities 45,330
----------------
Net Assets 44,454,578
Net Assets consist of:
Paid in capital 35,265,902
Net unrealized appreciation from investments 9,188,676
----------------
Net Assets $ 44,454,578
================
Outstanding units of beneficial interest (shares) 4,445,453
================
Net asset value - redemption and offering price $ 10.00
================
</TABLE>

See notes to financial statements.

B - 29

<PAGE> 67

THE RIVERFRONT FUNDS, INC.
Statement of Operations
For the period ended September 30, 1995

<TABLE>
<CAPTION>
Stock
Appreciation
Fund
----------------
<S> <C>
Investment Income
Income
Interest $ 368,293
Dividends 384,381
----------
Total Income 752,674
----------

Expenses
Management fees 439,627
Custodial fees 24,666
Legal fees 36,163
Distribution fees 279,882
Servicing fees 99,958
Transfer agent fees 75,871
Legal & accounting fees 24,281
Blue sky fees 18,296
Board of directors fees 2,779
Other 43,421
----------
Total Expenses 1,044,944
----------
Net Investment Loss (292,270)
----------

Realized and Unrealized Gains on Investments
Net realized gains on investments 3,024,858
Change in unrealized appreciation 5,538,265
----------
Net gain on investments 8,563,123
----------
Net increase in net assets resulting from operations $8,270,853
==========
</TABLE>

See notes to financial statements.

B - 30

<PAGE> 68

THE RIVERFRONT FUNDS, INC.
Statements of Changes in Net Assets
For the period ended September 30, 1995 and 1994

<TABLE>
<CAPTION>
Stock Appreciation Fund
----------------------------
1995 1994
------------ ------------
<S> <C> <C>
Increase (Decrease) in Net Assets -
Operations:
Net investment loss $ (292,270) $ (725,732)
Net realized gain on investments 3,024,858 715,333
Change in unrealized appreciation 5,538,265 (8,468,657)
------------ ------------
Net increase in net assets resulting from operations 8,270,853 (8,479,056)
------------ ------------
Dividends to shareholders from:
Net realized gain on investments (1,166,721) (1,869,901)
In excess of net realized gain (1,566,848)
------------ ------------
Total dividends (1,166,721) (3,436,749)
------------ ------------
Capital Share Transactions:
(Notes 4 and 5) (10,529,141) 463,566
------------ ------------
Total Increase (Decrease) (3,425,009) (11,452,239)
Net Assets Beginning of the Year 47,879,587 59,331,826
------------ ------------
Net Assets End of the Year $ 44,454,578 $ 47,879,587
============ ============
</TABLE>

See notes to financial statements.

B - 31

<PAGE> 69

THE RIVERFRONT FUNDS, INC.
The Riverfront Stock Appreciation Fund
Portfolio of Investments
09/30/95

<TABLE>
<CAPTION>
Units Description Value
<S> <C>
COMMON STOCK - 90.06%

Automobile-Mfg - 0.42%
3,000 Ford Motor Co. 93,375
2,000 General Motors Corp. 93,750
-----------
187,125

Banks-Super Regional - 2.94%
15,000 Bank Of Boston Corp 714,375
14,000 Corestates Financial Corp 512,750
2,500 Norwest Corp. 81,875
-----------
1,309,000

Beverages-Soft Drinks - 0.23%
2,000 Pepsico Inc. 102,000
-----------

Bldg-Heavy Const - 0.17%
2,000 Stone & Webster Inc. 75,500
-----------

Business Services-Misc - 0.24%
2,000 Reuters Holdings PLC ADR 105,750
-----------

Chemicals-Plastics - 0.29%
2,000 Eastman Chemical Co 128,000
-----------

Chemicals-Specialty - 1.61%
9,000 Hercules Corp. 522,000
3,000 Morton International Inc. 93,000
1,500 W.R. Grace & Co. 100,125
-----------
715,125

</TABLE>

B - 32

<PAGE> 70
<TABLE>
<CAPTION>
COMMON STOCK (Continued)
<S> <C>
Computer-Integrated Syst - 0.86%
10,000 Oracle Corp. *** 383,750
-----------

Computer-Local Networks - 3.63%
9,000 3Com Corp. *** 409,500
13,500 Bay Networks 720,562
7,000 Cisco Systems Inc. *** 483,000
-----------
1,613,062

Computer-Memory Devices - 1.23%
15,000 Read Rite Corp. 547,500
-----------

Computer-Peripheral Eq - 2.83%
16,000 Adaptec Inc. *** 660,000
7,000 U.S. Robotics Inc. 596,750
-----------
1,256,750

Computer-Services - 2.62%
10,000 H B O & Co 625,000
20,000 National Data Corp 537,500
-----------
1,162,500

Computer-Software - 4.00%
20,000 Acclaim Entertainment Inc. *** 515,000
25,000 Informix Corp. *** 812,500
15,000 Symantec Corp 450,000
-----------
1,777,500

Consumer Products-Misc - 1.00%
7,500 Department 56 Inc. 352,500
4,000 Jostens Inc. 94,000
-----------
446,500

Diversified Operations - 0.23%
1,500 Lockheed Martin Corp. 100,687
-----------
</TABLE>

B - 33

<PAGE> 71

COMMON STOCK (Continued)

<TABLE>
<S> <C>
Elec-Parts Distributors - 0.59%
1,500 Arrow Electronics Inc. *** 81,562
3,500 Avnet 179,813
-----------
261,375

Elec-Semiconductors - 4.45%
15,000 Analog Devices Inc. *** 519,375
7,000 Cypress Semiconductor *** 269,500
14,000 Linear Technology Corp. 581,000
2,500 Motorola Inc. 191,250
3,000 National Semiconductor Corp. 82,875
10,000 Photronics Inc. 335,000
-----------
1,979,000

Finance-Consumer Loans - 2.18%
9,000 Household International 558,000
15,000 Olympic Financial Ltd 410,625
-----------
968,625

Finance-Investment Bkrs - 3.63%
3,000 Merrill Lynch & Co. Inc. 187,500
20,000 Raymond James Financial Inc. 435,000
20,000 Schwab (Charles) Corp. 560,000
16,875 Waterhouse Investment Services 430,312
-----------
1,612,812

Finance-Mrgt&Rel Svc - 0.27%
2,000 Green Tree Financial Corp. 122,000
-----------

Finance-Savings & Loan - 1.63%
15,000 Coast Savings Financial 393,750
20,000 Glendale Federal Svgs Bank 330,000
-----------
723,750

Instruments-Scientific - 1.04%
10,000 Helix Technology Corp. 462,500
-----------
</TABLE>

B - 34

<PAGE> 72

COMMON STOCK (Continued)

<TABLE>
<S> <C>
Insurance-Diversified - 0.24%
2,000 Travelers Inc. 106,250
-----------

Insurance-Prop/Cas/Titl - 1.74%
3,354 Allstate Corp. 119,067
7,500 Berkley W.R. Corp 340,313
2,000 Cna Financial Corp 212,000
2,500 Providian Corp 103,750
-----------
775,130

Leisure-Gaming - 2.02%
10,000 Grand Casino 406,250
15,000 Mirage Resorts, Inc. 493,125
-----------
899,375

Leisure-Photo Equip/Rel - 0.18%
2,000 Polaroid Corp. 79,500
-----------

Leisure-Toys/Games/Hobby - 0.23%
3,500 Mattel Inc. 103,250
-----------

Medical-Biomed/Genetics - 1.35%
12,000 Amgen Inc. *** 598,500
-----------

Medical-Drug/Diversified - 0.25%
1,500 Bristol Myers Squibb Co. 109,312
-----------

Medical-Drug - 1.36%
3,000 Glaxo Holdings Plc Adr 72,375
9,500 Merck & Co. Inc. 532,000
-----------
604,375

Medical-Hlth Maint Org - 1.10%
10,000 United Healthcare Corp. 488,750
-----------
</TABLE>

B - 35

<PAGE> 73

COMMON STOCK (Continued)

<TABLE>
<S> <C>
Medical-Hospitals - 1.09%
10,000 Columbia/Hca Healthcare Corp. 486,250
-----------

Medical-Instruments - 2.95%
15,000 Idexx Laboratories Inc *** 558,750
14,000 Medtronic Inc. 752,500
-----------
1,311,250

Medical-Outpnt/Hm Care - 1.15%
20,000 Healthsouth Rehabil. Corp. *** 510,000
-----------

Medical-Products - 1.92%
20,000 Boston Scientific Corp. 852,500
-----------

Medical-Whsle Drg/Sund - 0.55%
10,000 Gulf South Medical Supply 246,250
-----------

Medical/Dental-Supplies - 4.32%
20,000 Amsco Intl Inc. 397,500
15,000 Mentor Corp. 682,500
20,000 Steris Corp. *** 842,500
-----------
1,922,500

Metal Ores-Non Ferrous - 0.22%
3,000 Alcan Aluminium Ltd 97,125
-----------

Office-Equip & Automatn - 0.83%
15,000 In Focus Systems Inc. 369,375
-----------

Oil & Gas-Field Services - 1.04%
15,000 B. J. Services Co. 378,750
2,000 Halliburton Co. 83,500
-----------
</TABLE>
462,250

B - 36

<PAGE> 74

COMMON STOCK (Continued)

<TABLE>
<S> <C>
Oil & Gas-Intl Integrated - 0.34%
1,500 Mobil Corp. 149,437
-----------

Paper & Paper Products - 1.13%
7,500 Willamette Industries 500,625
-----------

Retail-Apparel/Shoe - 3.54%
15,000 Jones Apparel Group Inc. 534,375
15,000 Just For Feet 461,250
16,000 Mens Wearhouse Inc. 576,000
-----------
1,571,625

Retail-Consumer Elect - 1.28%
18,000 Circuit City Stores Inc. 569,250
-----------

Retail-Department Stores - 0.44%
3,000 Federated Department Stores New 85,125
2,500 May Department Stores Co. 109,375
-----------
194,500

Retail-Mail Order & Direct - 1.18%
15,000 Cuc International *** 523,125
-----------

Retail-Major Chains - 0.33%
2,000 Sears Roebuck & Co. 73,750
3,000 Wal-Mart Stores Inc. 74,625
-----------
148,375

Retail-Misc/Diversified - 1.46%
13,000 Sunglass Hut Intl Inc 650,000
-----------
</TABLE>

B - 37

<PAGE> 75

COMMON STOCK (Continued)

<TABLE>
<S> <C>
Retail-Restaurants - 7.05%
20,000 Apple South Inc. 455,000
22,500 Daka International Inc 736,875
20,000 Landrys Seafood Restaurant 360,000
14,000 Lone Star Steakhouse 574,000
2,500 McDonalds Corp 95,625
12,500 Papa John's Intl Inc. 562,500
6,500 Starbucks Corp. 246,188
5,000 Wendy's International Inc. 105,625
-----------
3,135,813

Retail/Whlse Computers - 1.93%
20,000 Compusa Inc 860,000
-----------

Retail/Whlse Office Supl - 2.25%
15,000 Corp Express 365,625
22,500 Staples Inc. *** 635,625
-----------
1,001,250

Shoes & Rel Apparel - 1.50%
6,000 Nike Inc. Cl B 666,750
-----------

Soap & Clng Preparatns - 0.24%
1,500 Clorox Co. 107,063
-----------

Telecommunications-Equip - 2.91%
10,000 Andrew Corp. *** 611,250
20,000 Applied Innovation Inc. *** 325,000
20,000 Eis Internatonal 357,500
-----------
1,293,750

Telecommunications-Svcs - 2.55%
12,500 Active Voice Corp 354,688
25,000 U.S. Long Distance Corp 376,563
12,500 Worldcom Inc. 401,563
-----------
</TABLE>
1,132,814

B - 38

<PAGE> 76

COMMON STOCK (Continued)

<TABLE>
<S> <C>
Textile-Apparel Mfg - 2.05%
15,000 Donkenny Inc. 421,875
10,000 St. John Knits Inc. 487,500
-----------
909,375

Tobacco - 0.28%
1,500 Philip Morris Companies Inc. 125,250
-----------

Transportation-Svcs - 0.97%
15,000 U.S. Delivery System Inc 431,250
-----------

COM. PAPER - 1.35%

Commercial Paper - 1.35%
300,000 Heller Financial Inc
5.74% due 10-05-95 300,000
300,000 Household Fin Corp
5.72% due 10-06-95 300,000
-----------
600,000

TOTAL INVESTMENTS
(Identified costs $31,444,329) $40,633,005

CASH - 6.36% 2,827,905

OTHER ASSETS
LESS LIABILITIES - 2.23% 993,668
-----------

TOTAL RIVERFRONT STOCK
APPRECIATION FUND - 100.00% $44,454,578
===========

*** Non-income producing securities.
</TABLE>

B - 39

<PAGE> 77

THE RIVERFRONT FUNDS, INC.
STOCK APPRECIATION FUND

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
FOR THE PERIOD ENDED SEPTEMBER 30,
-------------------------------------------------------------------
1995 1994 1993 1992 1991
-------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $ 8.25 $10.18 $ 7.98 $ 7.70 $ 4.64
------ ------ ------ ------ ------
Investment Activities
Net investment income (0.07) (0.12) (0.17) (0.08) (0.11)
Net realized and unrealized gains
(losses) on securities 2.14 (1.26) 2.57 1.41 3.17
------ ------ ------ ------ ------
Total from Investment Activities 2.07 (1.38) 2.40 1.33 3.06
------ ------ ------ ------ ------
Distributions
From net investment income
From net realized gains (0.32) (0.55) (0.20) (1.05)
Returns of capital
------ ------ ------ ------ ------
Total Distributions (0.32) (0.55) (0.20) (1.05)
------ ------ ------ ------ ------
Net Asset Value, End of Period $10.00 $ 8.25 $10.18 $ 7.98 $ 7.70
====== ====== ====== ====== ======
Total Return 25.12 % (13.91)% 30.61 % 16.69 % 66.04 %

Net Assets, End of Period ($ Millions) 44.50 47.88 59.33 28.75 9.60

Ratio of expenses to average net assets 2.61 % 2.44 % 2.47 % 2.70 % 2.89 %

Ratio of net loss to average net assets (0.73)% (1.35)% (1.85)% (1.00)% (1.72)%

Portfolio Turnover Rate 197 % 254 % 216 % 288 % 240 %
</TABLE>

The per share data above have been restated to reflect the impact of the
change of the net asset value of the Stock Appreciation Fund on September 30,
1995 from $17.34 to $10.00.

See notes to financial statements.

B - 40

<PAGE> 78

RIVERFRONT STOCK APPRECIATION FUND
NOTES TO FINANCIAL STATEMENTS
Year Ended September 30, 1995

Note 1 - Significant Accounting Policies
- ----------------------------------------

The Riverfront Stock Appreciation Fund (the "Fund") is a series of shares of
The Riverfront Funds, Inc. (the "Company"). The Company was incorporated in
Maryland on March 27, 1990. The Company is an open-end management investment
company which currently issues six series of shares of capital stock. The
following is a summary of significant accounting policies consistently followed
by the Fund in preparation of its financial statements. The policies are in
conformity with generally accepted accounting principles.

A. Securities Trading and Valuation

Securities transactions are accounted for on the trade date (i.e. the date
the order to buy or sell is executed).

Current values for the Fund's securities are determined as follows:

(1) Securities that are traded on a national securities exchange or the
over-the-counter National Market System (NMS) are valued on the basis of
the last sales price on the exchange where primarily traded or NMS prior
to the time of the valuation, provided that a sale has occurred and that
this price reflects current market value according to procedures
established by the Board of Directors;

(2) Securities traded in the over-the-counter market, other than NMS, for
which market quotations are readily available, or in the event no sale has
occurred under (1) above, are valued at the mean of the bid and asked
prices at the time of valuation;

(3) Short-term instruments which are purchased with maturities of sixty
days or less are valued at amortized cost (original purchase cost as
adjusted for amortization of premium or accretion of discount) which, when
combined with accrued interest, approximates market; short-term
instruments maturing in more than sixty days when purchased which are held
on the sixtieth day prior to maturity are valued at amortized cost (market
value on the sixtieth day adjusted for amortization of premium of
accretion of discount) which, when combined with accrued interest,
approximates market; and which in either case reflects fair value as
determined by the Board of Directors;

(4) Short-term money market instruments having maturities of more than
sixty days for which market quotations are readily available are valued at
current market value; where market quotations are not available, such
instruments are valued at fair value as determined by the Board of
Directors; and

continued

B - 41

<PAGE> 79

RIVERFRONT STOCK APPRECIATION FUND
NOTES TO FINANCIAL STATEMENTS (CONT'D)
Year Ended September 30, 1995

(5) The following are valued at prices deemed in good faith to be fair
under procedures established by the Board of Directors: (a) securities,
including restricted securities, for which complete quotations are not
readily available, (b) listed securities or those on NMS if, in the
Company's opinion, the last sales price does not reflect a current market
value or if no sale occurred, and (c) other assets.

B. Income Taxes
The Fund is treated as a separate entity for federal income tax purposes and
intends to qualify as a "regulated investment company" under the Internal
Revenue Code for so long as such qualification is in the best interest of its
shareholders. The Fund contemplates declaring as dividends 100% of its
investment company taxable income (before deduction of dividends paid). The
Fund intends to declare and distribute to its shareholders dividends from net
investment income monthly and to distribute all net realized long-term capital
gains at least annually.

C. Securities Gains or Losses and Investment Income
Gain or loss on the sale of portfolio securities is determined on the
identified cost basis. Interest income is recorded on the accrual basis and
includes the amortization of bond discount and premium. Dividend income from
securities held will be recorded on the ex-date of the dividend.

D. Fund Expenses
The Fund bears the following expenses relating to its operations:
organizational expenses, taxes, interest, any brokerage fees and commissions,
fees and expenses of the Directors of the Company, Commission fees, state
securities qualification fees and expenses, costs of preparing and printing
prospectuses for regulatory purposes and for distribution to the Fund's current
shareholders outside auditing and legal expenses, advisory and administration
fees, fees and out-of-pocket expenses of the Custodian and transfer agency,
costs for independent pricing services, certain insurance premiums, costs of
maintenance of the Company's existence, costs of shareholders' and directors'
reports and meetings, distribution expenses incurred pursuant to the
Distribution Plans, servicing fees incurred pursuant to the Services Plan, and
any extraordinary expenses incurred in the Fund's operations.

Note 2 - Investment Advisory, Administrative, and Distribution Agreements
- -------------------------------------------------------------------------

Investment advisory services are provided by The Provident Bank, One East
Fourth Street, Cincinnati, Ohio 45202 ("Provident") pursuant to the Investment
Advisory Agreement dated August 1, 1994, as amended as of July 6, 1995 (with
respect to the Stock Appreciation Fund) (the "Investment Advisory Agreement").

continued

B - 42

<PAGE> 80

RIVERFRONT STOCK APPRECIATION FUND
NOTES TO FINANCIAL STATEMENTS (CONT'D)
Year Ended September 30, 1995

For the services provided and expenses assumed pursuant to the Investment
Advisory Agreement, the Fund pay Provident a fee, computed daily and paid
monthly, at an annaul rate calculated as a percentage of the average daily net
assets of the Fund. The annual rate for the Fund is as follows: eighty one-
hundredths of one percent (0.80%). Provident may periodically voluntarily
reduce all or a portion of its advisory fee with respect to the Fund to
increase the net income of the Fund available for distribution as dividends.

BISYS Fund Services Limited Partnership d/b/a BISYS Fund Services serves as
administrator (the "Administrator") to the Fund pursuant to the Administration
Agreement dated February 1, 1994, as amended as of July 6, 1995 (the
"Administration Agreement").

The Administrator receives a fee from the Fund for its services as
Administrator and expenses assumed pursuant to the Administration Agreement,
calculated daily and paid periodically, equal to a fee calculated at the annual
rate of 0.20% of the Fund's average daily net assets. The Administrator may
voluntarily reduce all or a portion of its fee with respect to the Fund in
order to increase the net income of the Fund available for distribution as
dividends.

BISYS Fund Services serves as distributor to the Fund pursuant to the
Distribution Agreement dated February 1, 1994, as amended July 6, 1995 (the
"Distribution Agreement").

The Fund has adopted a Distribution and Shareholder Service Plan and Agreement
relating to its Investor A class of shares (the "Investor A Plan") pursuant to
Rule 12b-1 under the 1940 Act. The Fund has also adopted a Distribution and
Shareholder Service Plan and Agreement pursuant to Rule 12b-1 under the 1940
Act relating to its Investor B Class of Shares (the "Investor B Plan").

Rule 12b-1 regulates circumstances under which an investment company may bear
expenses associated with the distribution of its shares. The Fund adopted both
its Investor A Plan and Investor B Plan prior to the public offering of its
shares of that class. The Investor A Plan provides that the Fund may incur
certain expenses which may not exceed a maximum amount up to 0.25% of such
Fund's average daily net asset value of its Investor A Shares for any fiscal
year occurring after the inception of that Investor A Plan.

The Investor B Plan authorizes the Fund to make payments to the Distributor in
an amount not in excess, on an annual basis, of 1.00% of the average daily net
asset value of the Investor B Shares of the Fund. Pursuant to the Investor B
Plan, the Fund is authorized to pay or reimburse the Distributor of Investor B
shares, (a) a distribution fee in an amount not to exceed on an annual basis
0.75% of the average daily net asset value of Investor B shares of the Fund
(the "Distribution Fee") and (b) a service fee in an amount not to exceed on an
annual basis 0.25% of the average daily net asset value of the Investor B
shares of such Fund (the "Service Fee").

continued

B - 43

<PAGE> 81

RIVERFRONT STOCK APPRECIATION FUND
NOTES TO FINANCIAL STATEMENTS (CONT'D)
Year Ended September 30, 1995

Note 3 - Custodian and Transfer Agent
- -------------------------------------

In addition to serving as investment adviser, Provident has entered into and
Amended and Restated Custodian, Fund Accounting and Recordkeeping Agreement
with the Company to provide custody and certain fund accounting services to the
Fund. Under the Amended and Restated Custodian, Fund Accounting and
Recordkeeping Agreement dated as of August 1, 1994, as amended July 6, 1995,
Provident receives an annual fee from the Fund, computed daily and paid
monthly, at an annual rate of 0.15%, of the average daily net assets of the
Fund.

Under the Master Transfer and Recordkeeping Agreement, Provident receives from
the Fund for its Investor A shares a fee, computed daily and paid monthly at
the annual rate of 0.04% of the average daily net assets of that Fund's
Investor A shares. With respect to the Fund's Investor B shares, Provident
receives from the Fund a $20,000 annual fee plus $23 per Investor B shareholder
account, certain other fees for IRAs and payroll deduction plans, and
out-of-pocket expenses. Pursuant to a Sub-Transfer Agency Agreement dated as
of January 1, 1995, as amended July 6, 1995, between Provident and BISYS Fund
Services Ohio, Inc., an affiliate of the Distributor ("BISYS"). BISYS provides
sub-transfer agency services for the Investor B shares of the Fund. For such
services, BISYS receives from Provident an annual fee of $20,000, $23 per
Investor B shareholder account and certain other fixed fees and out-of-pocket
expenses.

Note 4 - Acquisition of MIM Stock Appreciation Fund and MIM stock Growth Fund
- ------------------------------------------------------------------------------
On September 30, 1995, Riverfront Stock Appreciation Fund acquired all the net
assets of the MIM Stock Appreciation Fund and MIM Stock Growth Fund pursuant to
a plan of reorganization and liquidation approved by the MIM shareholder on
September 27, 1995. The acquisition was accomplished by a tax free exchange of
Riverfront Stock Appreciation Fund shares for the net assets of the MIM Stock
Appreciation Fund and MIM Stock Growth Fund. The combined net assets
immediately after the acquisition amounted to $44,454,578.

continued

B - 44

<PAGE> 82

RIVERFRONT STOCK APPRECIATION FUND
NOTES TO FINANCIAL STATEMENTS (CONT'D)
Year Ended September 30, 1995

Note 5 - Capital Share Transactions
- -----------------------------------

As of September 30, 1995, the Company has authorized 3,000,000,000 shares of
$.001 par value capital stock, of which 125,000,000 are designated Investor A
Shares of the Fund and 125,000,000 are designated Investor B Shares of the
Fund. The Board of Directors of the Company is authorized to divide the
Company's capital stock into unlimited shares and classes. The shares of the
Stock Appreciation portfolio are offered in two separate classes: Investor A
shares and Investor B shares. Transactions in capital shares were as follows:

<TABLE>
<CAPTION>
Shares
---------
<S> <C>
Shares sold - Investor A 0

Shares issued in connection with
acquisition of MIM Stock Appreciation
Fund - Investor A 4,445,453

Shares redeemed - Investor A 0
---------

Net increase 4,445,453
</TABLE>

Note 6 - Purchases and Sales of Portfolio Investments
- -----------------------------------------------------

For the year ended September 30, 1995, aggregate purchases and sales of
portfolio securities were as follows in the Fund.

<TABLE>
<CAPTION>
Purchases Sales
------------ ------------
<S> <C> <C>
Investment securities $ 78,947,212 $ 88,169,661
Short-term investments 129,517,000 136,217,000
Treasury obligations 4,940,216 7,950,000
</TABLE>

Note 7 - Related Party Transactions
- -----------------------------------
For the year ended September 30, 1995, the Fund had yet to pay any fees to
related parties.

continued

B - 45

<PAGE> 83

RIVERFRONT STOCK APPRECIATION FUND
NOTES TO FINANCIAL STATEMENTS (CONT'D)
Year Ended September 30, 1995

Note 8 - Financial Instrument Disclosures
- -----------------------------------------

There are no reportable financial instruments which have any off-balance sheet
risk at September 30, 1995.

Note 9 - Securities Transactions
- --------------------------------

For federal income tax purposes, the cost of investments owned at September 30,
1995 was the same as identified cost.

As of September 30, 1995, the composition of unrealized appreciation (the
excess of value over tax cost) and depreciation (the excess of tax cost over
value) was as follows:

<TABLE>
<CAPTION>
Appreciation Depreciation Net Appreciation
------------ ------------ ----------------
<S> <C> <C>
$9,680,634 ($491,958) $9,188,676
</TABLE>

B - 46

<PAGE> 84

INDEPENDENT AUDITOR'S REPORT

To The Shareholders and Board of Directors
The Riverfront Stock Appreciation Fund:

We have audited the accompanying statement of assets and liabilities of the
Riverfront Stock Appreciation Fund (a series of The Riverfront Funds, Inc.),
including the schedule of portfolio investments, as of September 30, 1995, and
the related statement of operations for the year then ended, the statement of
changes in net assets for each of the two years in the period then ended, and
financial highlights for each of the five years in the period then ended.
These financial statements and financial highlights are the responsibility of
the Fund'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 audit 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 September 30, 1995, by correspondence with the custodian and
brokers. An audit also included 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 the
Riverfront Stock Appreciation Fund of The Riverfront Funds, Inc. as of
September 30, 1995, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then ended,
and the financial highlights for each of the five years in the period then
ended, in conformity with generally accepted accounting principles.

McCurdy & Associates CPA's, Inc.
Westlake, Ohio 44145
October 11, 1995

B - 47

<PAGE> 85
APPENDIX

The nationally recognized statistical rating organizations
(individually, an "NRSRO") that may be utilized by the Company with
regard to portfolio investments for the Stock Appreciation Fund
including Moody's Investors Service, Inc. ("Moody's"), Standard &
Poor's Corporation ("S&P"), Duff & Phelps, Inc. ("Duff"), Fitch
Investors Service, Inc. ("Fitch"), IBCA Limited and its affiliate,
IBCA Inc. (collectively, "IBCA"), and Thomson BankWatch, Inc.
("Thomson"). Set forth below is a description of the relevant
ratings of each such NRSRO. The NRSROs that may be utilized by the
Stock Appreciation Fund and the description of each NRSRO's ratings
is as of the date of this Statement of Additional Information, and
may subsequently change.

Long-Term Debt Ratings (may be assigned, for example, to corporate
and municipal bonds)

Description of the three highest long-term debt ratings by Moody's
(Moody's applies numerical modifiers (1, 2, and 3) in each rating category to
indicate the security's ranking within the category):

Aaa Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.

Aa Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins or
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risk appear somewhat larger than in Aaa securities.

A Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper-medium-grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may be
present which suggest a susceptibility to impairment some time in the future.

Description of the three highest long-term debt ratings by S&P (S&P may
apply a plus (+) or minus (-) to a particular rating classification to show
relative standing within that classification):

A - 1
<PAGE> 86
AAA Debt rated AAA has the highest rating assigned by S&P.
Capacity to pay interest and repay principal is extremely
strong.

AA Debt rated AA has a very strong capacity to pay interest and
repay principal and differs from the higher rated issues only
in small degree.

A Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the
adverse effects of changes in circumstances and economic
conditions than debt in higher rated circumstances.

Description of three highest long-term debt ratings by Duff:

AAA Highest credit quality. The risk factors are negligible
being only slightly more than for risk-free U.S. Treasury
debt.

AA+ High credit quality. Protection factors are strong.
AA Risk is modest but may vary slightly from time to time
A- because of economic conditions.

A+ Protection factors are average but adequate. However,
A risk factors are more variable and greater in periods
A- of economic stress.

Description of the three highest long-term debt ratings by Fitch (plus
or minus signs are used with a rating symbol to indicate the relative position
of the credit within the rating category):

AAA Bonds considered to be investment grade and of the highest
credit quality. The obligor has an exceptionally strong
ability to pay interest and repay principal, which is unlikely
to be affected by reasonably foreseeable events.

AA Bonds considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and
repay principal is very strong, although not quite as strong
as bonds rated "AAA." Because bonds rated in the "AAA" and
"AA" categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these
issues is generally rated "[-]+."

A Bonds considered to be investment grade and of high credit
quality. The obligor's ability to pay interest and repay
principal is considered to be strong, but may be more
vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

A - 2
<PAGE> 87
IBCA's description of its three highest long-term debt ratings:

AAA Obligations for which there is the lowest expectation of
investment risk. Capacity for timely repayment of principal
and interest is substantial such that adverse changes in
business, economic or financial conditions are unlikely to
increase investment risk significantly.

AA Obligations for which there is a very low expectation of
investment risk. Capacity for timely repayment of principal
and interest is substantial. Adverse changes in business,
economic, or financial conditions may increase investment risk
albeit not very significantly.

A Obligations for which there is a low expectation of investment
risk. Capacity for timely repayment of principal and interest
is strong, although adverse changes in business, economic or
financial conditions may lead to increased investment risk.

Thomson's description of its three highest long-term debt ratings
(Thomson may include a plus (+) or minus (-) designation to indicated where
within the respective category the issue is placed):

AAA The highest category; indicates ability to repay principal and
interest on a timely basis is very high.

AA The second highest category; indicates a superior ability to
repay principal and interest on a timely basis with limited
incremental risk versus issues rated in the highest category.

A The third highest category; indicates the ability to repay
principal and interest is strong. Issues rated "A" could be
more vulnerable to adverse developments (both internal and
external) than obligations with higher ratings.

Short-Term Debt Ratings (may be assigned, for example, to commercial paper,
master demand notes, bank instruments, and letters of credit)

Moody's description of its highest short-term debt ratings:

Prime-1 Issuers rated Prime-1 (or supporting institutions)
have a superior capacity for repayment of senior
short-term promissory obligations. Prime-1 repayment
capacity will normally be evidenced by many of the
following characteristics:

A - 3
<PAGE> 88
- Leading market positions in well-established
industries.

- High rates of return on funds employed.

- Conservative capitalization structures with
moderate reliance on debt and ample asset
protection.

- Broad margins in earnings coverage of fixed
financial charges and high internal cash
generation.

- Well-established access to a range of
financial markets and assured sources of
alternate liquidity.

S&P's description of its highest short-term debt ratings:

A-1 This designation indicates that the degree of safety regarding
timely payment is strong. Those issues determined to have
extremely strong safety characteristics are denoted with a
plus sign (+).

Duff's description of its highest short-term debt ratings (Duff
incorporates gradations of "1+" (one plus) and "1-" (one minus) to assist
investors in recognizing quality differences within the highest rating
category):

Duff 1+ Highest certainty of timely payment. Short-term
liquidity, including internal operating factors
and/or access to alternative sources of funds, is
outstanding, and safety is just below risk-free
U.S. Treasury short-term obligations.

Duff 1 Very high certainty of timely payment. Liquidity
factors are excellent and supported by good
fundamental protection factors. Risk factors are
minor.

Duff 1- High certainty of timely payment. Liquidity
factors are strong and supported by good fundamental
protection factors. Risk factors are very small.

Fitch's description of its highest short-term debt ratings:

F-1+ Exceptionally Strong Credit Quality. Issues assigned
this rating are regarded as having the strongest degree
of assurance for timely payment.

A - 4
<PAGE> 89
F-1 Very Strong Credit Quality. Issues assigned this rating
reflect an assurance of timely payment only slightly less in
degree than issues rated F-1+.

IBCA's description of its highest short-term debt ratings:

A+ Obligations supported by the highest capacity for timely
repayment.

Thomson's description of its highest short-term ratings:

TBW-1 The highest category; indicates a very high degree of
likelihood that principal and interest will be paid
on a timely basis.

A - 5

<PAGE> 90

Registration Statement

THE RIVERFRONT FUNDS, INC.

Form N-1A

PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements:

Included in Part A:

(i) The Riverfront U.S. Government Securities Money Market Fund

Financial Highlights

(ii) The Riverfront U.S. Government Income Fund

Financial Highlights

(iii) The Riverfront Income Equity Fund

Financial Highlights

(iv) The Riverfront Ohio Tax-Free Bond Fund

Financial Highlights

(v) The Riverfront Flexible Growth Fund

Financial Highlights

(vi) The Riverfront Stock Appreciation Fund

Financial Highlights

Included in Part B:

(i) The Riverfront U.S. Government Securities Money Market Fund

Schedule of Investments dated December 31, 1994

Statement of Assets and Liabilities dated December 31, 1994

C-1
<PAGE> 91
Statement of Operations for the year ended December 31, 1994

Statements of Changes in Net Assets for the years ended
December 31, 1994 and 1993

Notes to Financial Statements

Independent Auditors' Report dated January 20, 1995

Financial Highlights for the years ended December 31, 1994 and
1993, and the period from commencement of operations (October
1, 1992) to December 31, 1992

(ii) The Riverfront U.S. Government Income Fund

Schedule of Investments dated December 31, 1994

Statement of Assets and Liabilities dated December 31, 1994

Statement of Operations for the year ended December 31, 1994

Statements of Changes in Net Assets for the years ended
December 31, 1994 and 1993

Notes to Financial Statements

Independent Auditors' Report dated January 20, 1995

Financial Highlights for the years ended December 31, 1994,
1993, 1992 and 1991, and the period from commencement of
operations (August 9, 1990) to December 31, 1990

(iii) The Riverfront Income Equity Fund

Schedule of Investments dated December 31, 1994

Statement of Assets and Liabilities dated December 31, 1994

Statement of Operations for the year ended December 31, 1994

Statements of Changes in Net Assets for the years ended
December 31, 1994 and 1993

Notes to Financial Statements

Independent Auditors' Report dated January 20, 1995

C-2
<PAGE> 92
Financial Highlights for the years ended December 31, 1994,
1993, 1992 and 1991, and the period from commencement of
operations (August 9, 1990) to December 31, 1990

(iv) The Riverfront Ohio Tax-Free Bond Fund

Schedule of Investments dated December 31, 1994

Statement of Assets and Liabilities dated December 31, 1994

Statements of Operations for the period ended December 31,
1994

Statements of Changes in Net Assets for the period ended
December 31, 1994

Notes to Financial Statements

Independent Auditors' Report dated January 20, 1995

Financial Highlights for the period ended December 31, 1994

(v) The Riverfront Flexible Growth Fund

Schedule of Investments dated December 31, 1994

Statement of Assets and Liabilities dated December 31, 1994

Statement of Operations for the period ended December 31, 1994

Statements of Changes in Net Assets for the period ended
December 31, 1994

Notes to Financial Statements

Independent Auditors' Report dated January 20, 1995

Financial Highlights for the period ended December 31, 1994

(vi) The Riverfront Stock Appreciation Fund

Schedule of Investments dated September 30, 1995

Statement of Assets and Liabilities dated September 30, 1995

C-3
<PAGE> 93

Statement of Operations for the year ended September 30, 1995

Statements of Changes in Net Assets for the years ended
September 30, 1995 and 1994

Financial Highlights for the years ended September 30, 1995,
1994, 1993, 1992 and 1991

Notes to Financial Statements

Independent Auditors' Report dated October 11, 1995

(vii) All required financial statements are included in Part B
hereof. All other financial statements and schedules are
inapplicable.

(b) Exhibits

(1)(a) A copy of Registrant's Articles of Incorporation was filed on
April 10, 1990, as Exhibit (1) to Registrant's Registration
Statement and is incorporated by reference herein.

(b) A copy of the form of an Amendment to Registrant's Articles of
Incorporation, as filed with the State of Maryland, which
changed the name of Registrant and its series designations and
increased the authorized common stock of Registrant was filed
on March 2, 1992 with Post-Effective Amendment No. 2 as
Exhibit (1) and is incorporated by reference herein.

C-4
<PAGE> 94
changed the series designation of certain portfolios of
Registrant was filed on April 30, 1992, with Post-Effective
Amendment No. 3 as Exhibit (1) (c) and is incorporated by
reference herein.

(d) A copy of a form of Amendment to Registrant's Articles of
Incorporation, as filed with the State of Maryland, which
created two new portfolios and two classes of stock for
certain portfolios of Registrant was filed on November 9,
1994, with Post-Effective Amendment No. 8 as Exhibit (1)(d)
and is incorporated by reference herein.

(e) A copy of a form of Amendment to Registrant's Articles of
Incorporation, as filed with the State of Maryland, which
reclassified the shares of a specific series, was filed on
January 31, 1995, with Post-Effective Amendment No. 9 as
Exhibit (1)(e) and is incorporated by reference herein.

(f) A copy of a form of Articles Supplementary to Registrant's
Articles of Incorporation, as filed with the State of
Maryland, which created a new portfolio, was filed on
September 21, 1995, with Post-Effective Amendment No. 14 as
Exhibit (1)(f) and is incorporated by reference herein.

(2) (a) A copy of Registrant's By-Laws was filed on March 2, 1992, as
Exhibit (2) to Registrant's Registration Statement and is
incorporated by reference herein.

(b) A copy of a form of Amendment to Registrant's Bylaws was filed
on March 2, 1992, with Post-Effective Amendment No. 2 as
Exhibit (2)(b) and is incorporated by reference herein.

(c) Form of Amendment to Article IV of Registrant's Bylaws as
adopted February 24, 1995, was filed on April 11, 1995, with
Post-Effective Amendment No. 10 as Exhibit (2)(c) and is
incorporated by reference herein.

(3) Not applicable.

(4) Certificates for shares are not issued. Articles VI and VIII
of the Articles of Incorporation, filed as Exhibit 1 hereto,
define the rights of holders of shares.

(5) (a) Investment Advisory Agreement dated as of August 1, 1994, as
amended as of August 15, 1995, between the Registrant and The
Provident Bank was filed on September 21, 1995, with
Post-Effective Amendment No. 14 as Exhibit (5)(a) and is
incorporated by reference herein.

C-5
<PAGE> 95
(b) Sub-Investment Advisory Agreement dated August 1, 1994,
between The Provident Bank and James Investment Research,
Inc., was filed on November 9, 1994, with Post-Effective
Amendment No. 8 as Exhibit (5)(g) and is incorporated by
reference herein.

(c) Sub-Investment Advisory Agreement dated as of August 15, 1995,
between The Provident Bank and DePrince, Race & Zollo, Inc.
was filed on September 21, 1995, with Post-Effective Amendment
No. 14 as Exhibit (5)(c) and is incorporated by reference
herein.

(6) (a) Principal Underwriting Agreement, dated February 1, 1994, as
amended as of July 6, 1995, between Registrant and The
Winsbury Company Limited Partnership d/b/a The Winsbury
Company was filed on September 21, 1995, with Post- Effective
Amendment No. 14 as Exhibit (6)(a) and is incorporated by
reference herein.

(b) Form of Dealer Agreement between The Winsbury Company Limited
Partnership and Provident Securities & Investment Company was
filed on September 21, 1995, with Post-Effective Amendment No.
14 as Exhibit (6)(b) and is incorporated by reference herein.

(7) Not applicable.

(8) Amended and Restated Custodian, Fund Accounting and
Recordkeeping Agreement dated August 1, 1994, as amended as of
July 6, 1995, between the Registrant and The Provident Bank
was filed on September 21, 1995, with Post-Effective Amendment
No. 14 as Exhibit (8) and is incorporated by reference herein.

(9) (a) Administration Agreement, dated February 1, 1994, as amended
as of July 6, 1995, between the Registrant and The Winsbury
Company Limited d/b/a The Winsbury Company was filed on
September 21, 1995, with Post-Effective Amendment No. 14 as
Exhibit (9)(a) and is incorporated by reference herein.

(b) Master Transfer and Recordkeeping Agreement, dated as of
February 24, 1992, as amended as of July 6, 1995, between the
Registrant and The Provident Bank was filed on September 21,
1995, with Post-Effective Amendment No. 14 as Exhibit (9)(b)
and is incorporated by reference herein.

(c) Shareholder Services Plan adopted January 6, 1994, as amended
as of June 8, 1994, was filed on November 9, 1994, with
Post-Effective Amendment No. 8 as Exhibit (9)(c) and is
incorporated by reference herein.

C-6
<PAGE> 96
(d) Form of Servicing Agreement to Shareholder Services Plan, as
amended, was filed on November 9, 1994, with Post- Effective
Amendment No. 8 as Exhibit (9)(d) and is incorporated by
reference herein.

(e) Sub-Transfer Agency Agreement dated as of January 1, 1995, as
amended as of August 15, 1995, between The Provident Bank and
BISYS Fund Services Ohio, Inc. was filed on September 21,
1995, with Post-Effective Amendment No. 14 as Exhibit (9)(e)
and is incorporated by reference herein.

(f) Agreement and Plan of Reorganization and Liquidation dated as
of June 26, 1995, between the Registrant and MIM Mutual Funds,
Inc. was filed on September 21, 1995, with Post-Effective
Amendment No. 14 as Exhibit (9)(f) and is incorporated by
reference herein.

(10) Opinion of counsel as to the legality of the shares of The
Riverfront Stock Appreciation Fund was filed with Registrant's
Rule 24f-2 Notice on November 29, 1995. Opinion of counsel as
to the legality of the shares of The Riverfront U.S.
Government Securities Money Market Fund, The Riverfront U.S.
Government Income Fund, The Riverfront Income Equity Fund, The
Riverfront Ohio Tax-Free Bond Fund and The Riverfront Flexible
Growth Fund being registered, was filed with Registrant's Rule
24f-2 Notice on February 23, 1995.

(11) (a) Consent of Ernst & Young LLP.

(b) Consent of McCurdy & Associates CPA's, Inc.

(12) Not applicable.

(13) A copy of the Subscription Agreement was filed on April 10,
1990, as Exhibit (13) to the Registrant's Registration
Statement and is incorporated by reference herein.

(14) Not applicable.

(15) (a) Distribution Plans for each of The Riverfront U.S. Government
Securities Money Market Fund, The Riverfront U.S. Government
Income Fund and The Riverfront Income Equity Fund was filed on
March 2, 1992, with Post-Effective Amendment No. 2 as Exhibit
(15) (a) and is incorporated by reference herein.

C-7
<PAGE> 97
(b) Investor A Distribution and Shareholder Service Plan and
Agreement, as amended August 1, 1994, was filed on November 9,
1994, with Post-Effective Amendment No. 8 as Exhibit (15)(b)
and is incorporated by reference herein.

(c) Investor B Distribution and Shareholder Service Plan and
Agreement was filed on November 9, 1994, with Post- Effective
Amendment No. 8 as Exhibit (15)(c) and is incorporated by
reference herein.

(d) Form of Dealer Agreement between The Winsbury Company Limited
Partnership and Provident Securities & Investment Company was
filed on September 21, 1995, with Post-Effective Amendment No.
14 as Exhibit (15)(d) and is incorporated by reference herein.

(16) (a) Computation of Performance Quotations for The Riverfront U.S.
Government Securities Money Market Fund was filed on June 2,
1994, with Post-Effective Amendment No. 7 as Exhibit (16) (a)
and is incorporated by reference herein.

(b) Computation of Performance Quotations for The Riverfront U.S.
Government Income Fund and The Riverfront Income Equity Fund
was filed on June 2, 1994, with Post-Effective Amendment No. 7
as Exhibit (16)(b) and is incorporated by reference herein.

(c) Computation of Performance Quotations for The Riverfront Ohio
Tax-Free Bond Fund was filed on January 31, 1995, with
Post-Effective Amendment No. 9 as Exhibit (16)(c) and is
incorporated by reference herein.

(d) Computation of Performance Quotations for The Riverfront
Flexible Growth Fund was filed on January 31, 1995, with
Post-Effective Amendment No. 9 as Exhibit (16)(d) and is
incorporated by reference herein.

(e) Computation of Performance Quotations for The Riverfront Stock
Appreciation Fund was filed on September 21, 1995, with
Post-Effective Amendment No. 14 as Exhibit (16)(e) and is
incorporated by reference herein.

(17) Financial Data Schedule for The Riverfront Stock Appreciation
Fund.

(18) None.

(19)(a) Copies of the Powers of Attorney of the Officers and Directors
of the Registrant were filed on March 1, 1994,

C-8
<PAGE> 98
with Post-Effective Amendment No. 6 as Exhibit (17) and are
incorporated by reference herein.

(b) Power of Attorney for George P. Landreth was filed on June 2,
1994, with Post-Effective Amendment No. 7 as Exhibit (17)(b)
and is incorporated by reference herein.

(c) Power of Attorney for Walter B. Grimm was filed on April 11,
1995, with Post-Effective Amendment No. 10 as Exhibit (18)(c)
and is incorporated by reference herein.

(d) Consent of Baker & Hostetler

Item 25. Persons Controlled by or Under Common Control With Registrant

Not Applicable.

Item 26. Number of Holders of Securities

Number of Record
Holders as of
Title of Series January 5, 1996
----------------------
Investor A Investor B
---------- ----------
<S> <C> <C>
The Riverfront U.S. Government Securities
Money Market Fund, shares of
capital stock, $.001 par value 677 N/A

The Riverfront U.S. Government
Income Fund, shares of capital
stock, $.001 par value 15 47

The Riverfront Income Equity Fund,
shares of capital stock, $.001 par value 987 239

The Riverfront Ohio Tax-Free Bond Fund,
shares of capital stock, $.001 par value 5 19

The Riverfront Flexible Growth Fund,
shares of capital stock, $.001 par value 25 358

The Riverfront Stock Appreciation Fund,
shares of capital stock, $.001 par value 6,015 3
</TABLE>

C-9
<PAGE> 99
Item 27. Indemnification

Provisions relating to the indemnification of the Registrant's
Directors and officers were filed on February 11, 1991, with the Registrant's
Post-Effective Amendment No. 1 and are incorporated by reference herein.

Item 28. Businesses and Other Connections of Investment Adviser

(a) To the knowledge of Registrant, none of the officers
or directors of Provident, except those set forth
below, is or has been at any time during the past two
fiscal years engaged in any other business,
profession, vocation or employment. Set forth below
are the names and principal business addresses of the
directors and officers who are engaged in any other
business, profession, vocation, or employment of a
substantial nature.

C-10
<PAGE> 100
<TABLE>
<CAPTION>
Position with
Name The Provident Bank Other Business
---- ------------------ --------------
<S> <C> <C>
Jack M. Cook Director President, Christ
Hospital
Thomas D. Grote, Jr. Director President, Mid-
Atlantic Mechanical,
Inc.

S. Paul Mathews Director Attorney, Mathews
and Mathews

Sidney A. Peerless, M.D. Director M.D., E.N.T.,
Associates of
Cincinnati
Joseph A. Steger, Ph.D. Director President,
University of
Cincinnati

Russell S. Sims Assistant Treasurer Vice President,
Provident Investment
Advisers
Robert W. Neu, Jr. Assistant Vice Assistant Vice
President President, Provident
Investment Advisers
</TABLE>

(b) To the knowledge of Registrant, none of the officers
or directors of DePrince, Race & Zollo, Inc. ("DRZ")
except those set forth below, is or has been at any
time during the past two fiscal years engaged in any
other business, profession, vocation or employment.
Set forth below are the names and principal business
addresses of the directors and officers of DRZ who
are engaged in any other business, profession,
vocation or employment of a substantial nature.

<TABLE>
<CAPTION>
Position with
Name DRZ Other Business
---- ------------- --------------
<S> <C> <C>
Gregory M. DePrince Director Prior to April 1995,
Director and Senior
Vice President of
SunBank Capital
Management, N.A.,
200 South Orange
Avenue, Orlando,
Florida 32801
</TABLE>

C-11
<PAGE> 101
<TABLE>
<CAPTION>
Position with
Name DRZ Other Business
---- ------------- --------------
<S> <C> <C>
John D. Race Director Prior to April 1995,
Director, Executive
Vice President and
Chief Administrative
Officer of SunBank
Capital Management,
N.A., 200 South
Orange Avenue,
Orlando, Florida
32801

Victor A. Zollo Director and Prior to April 1995,
President Director and Senior
Vice President of
SunBank Capital
Management, N.A.,
200 South Orange
Avenue, Orlando,
Florida 32801
</TABLE>

(c) To the knowledge of Registrant, none of the officers
or directors of James Investment Research, Inc.
("JIR"), except those set forth below, is or has been
at any time during the past two fiscal years engaged
in any other business, profession, vocation or
employment. Set forth below are the names and
principal business address of the directors and
officers of JIR who are engaged in any other
business, profession, vocation or employment of a
substantial nature.
<TABLE>
<CAPTION>
Position with
Name JIR Other Business
---- ------------- --------------
<S> <C> <C>
Jerome G. Peppers Director Professor and
Associate Dean, Air
Force Institute of
Technology, Wright-
Patterson Air Force
Base, Dayton, Ohio.

Robert G. Hawkins Director Dean and Professor,
Rensselaer
Polytechnic
Institute, Troy, New
York.
</TABLE>
Item 29. Principal Underwriter

(a) BISYS Fund Services Limited Partnership, d/b/a BISYS
Fund Services acts as administrator and distributor for Registrant. BISYS Fund
Services currently serves as distributor of American Performance Funds, the
Pacific Capital Funds, The HighMark Group,

C-12
<PAGE> 102
The Parkstone Group of Funds, The Sessions Group, the AmSouth Mutual Funds, The
Coventry Group, the BB&T Mutual Funds Group, The ARCH Funds, Inc., The ARCH
Tax-Exempt Trust, The M.S.D. & T. Funds, Inc., the Summit Investment Trust, the
Qualivest Funds, The Victory Portfolios, the MMA Praxis Mutual Funds, the
MarketWatch Funds and the Conestoga Family of Funds, each of which is a
management investment company.

(b) To the best of Registrant's knowledge, the partners
of BISYS Fund Services are as follows:
<TABLE>
<CAPTION>
Positions and Positions and
Name and Principal Offices with Offices with
Business Address BISYS Fund Services Registrant
------------------ ------------------- -------------
<S> <C> <C>
The BISYS Group, Inc. Sole Shareholder of None
150 Clove Road BISYS Fund Services,
Little Falls, New Jersey Inc.
07424
BISYS Fund Services, Inc. Sole General Partner None
150 Clove Road
Little Falls, New Jersey
07424

WC Subsidiary Corporation Limited Partner None
150 Clove Road
Little Falls, New Jersey
07424
</TABLE>

Item 30. Location of Accounts and Records

(1) BISYS Fund Services, 3435 Stelzer Road, Columbus,
Ohio 43219 (records relating to its functions as
administrator and distributor).

(2) The Provident Bank, One East Fourth Street,
Cincinnati, Ohio 45202 (records relating to its
functions as investment adviser, manager, custodian,
transfer agent and fund accountant).

(3) DePrince, Race & Zollo, Inc., 201 South Orange
Avenue, Suite 850, Orlando, Florida 32801 (records
relating to its functions as sub-investment adviser
for The Riverfront Income Equity Fund).

(4) James Investment Research, Inc., 1349 Fairground
Road, Beavercreek, Ohio 45385 (records relating to
its functions as sub-investment adviser for The
Riverfront Flexible Growth Fund).

C-13
<PAGE> 103
(5) Baker & Hostetler, 65 East State Street, Columbus,
Ohio 43215 (Articles of Incorporation, Bylaws and
Minutes).

(6) BISYS Fund Services Ohio, Inc., 3435 Stelzer Road,
Columbus, Ohio 43219 (records relating to its
functions as sub-transfer agent).

Item 31. Management Services

Not applicable.

Item 32. Undertakings

None.

C-14
<PAGE> 104
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbus, in the State of Ohio, on the 29th day
of January, 1996. Registrant hereby certifies that this Post-Effective Amendment
to Registration Statement meets all of the requirements for effectiveness
pursuant to paragraph (b) of Rule 485 under the Securities Act of 1933.

THE RIVERFRONT FUNDS, INC.

By /s/Stephen G. Mintos
------------------------
Stephen G. Mintos
President and Chairman
of the Board

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
designated on the 29th day of January, 1996.

SIGNATURES TITLE
- ---------- -----

/s/ Stephen G. Mintos President and Director
- -------------------------
Stephen G. Mintos

Treasurer (Principal Accounting
/s/*Walter B. Grimm and Financial Officer)
- -------------------------
Walter B. Grimm

/s/* J. Virgil Early Director
- -------------------------
J. Virgil Early

/s/* William M. Higgins Director
- -------------------------
William M. Higgins

*By/s/ Stephen G. Mintos
---------------------------
Stephen G. Mintos
Attorney-in-Fact

*Stephen G. Mintos, by signing his name hereto, does hereby sign this document
on behalf of each of the above-named Directors and Officer of the Registrant
pursuant to powers of attorney duly executed by such persons.

C-15

<PAGE> 105

Index to Exhibits

<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C> <C>

1. (a) The Registrant's Articles of Incorporation. Filed as
an Exhibit to Registrant's Registration Statement on
April 10, 1990.

(b) Amendment No. 1 to the Registrant's Articles of
Incorporation. Filed as an Exhibit to Registrant's
Post-Effective Amendment No. 2 on March 2, 1992.

(c) Amendment No. 2 to the Registrant's Articles of
Incorporation. Filed as an Exhibit to Registrant's
Post-Effective Amendment No. 3 filed on April 30,
1992.

(d) Form of Amendment to Registrant's Articles of
Incorporation, as filed with the State of Maryland,
which created two new portfolios and two classes of
stock for certain portfolios of Registrant. Filed as
Exhibit (1)(d) to Registrant's Post-Effective
Amendment No. 8 filed on November 9, 1994.

(e) Form of Amendment to Registrant's Articles of
Incorporation, as filed with the State of Maryland,
which reclassified the shares of a specific series.
Filed as Exhibit (1)(e) to Registrant's
Post-Effective Amendment No. 9 filed on January 31,
1995.

(f) Form of Articles Supplementary to Registrant's
Articles of Incorporation, as filed with the State of
Maryland, which created a new portfolio. Filed as
Exhibit (1)(f) to Registrant's Post-Effective
Amendment No. 14 on September 21, 1995.

2. (a) Bylaws of Registrant. Filed as an Exhibit to
Registrant's Registration Statement on April 10,
1990.

(b) Amendment No. 1 to Registrant's Bylaws. Filed as an
Exhibit to Registrant's Post-Effective Amendment No.
2 on March 2, 1992.

C-16

<PAGE> 106
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C> <C>

1995. Filed as Exhibit (2)(c) to Registrant's
Post-Effective Amendment No. 10 on April 11,
1995.

3. Not applicable.

4. Certificates for shares are not issued. Articles VI
and VIII of the Articles of Incorporation, filed as
Exhibit 1 hereto, define the rights of holders of
shares.

5. (a) Investment Advisory Agreement dated as of August 1,
1994, as amended as of August 15, 1995, between
Registrant and The Provident Bank. Filed as Exhibit
(5)(a) to Registrant's Post-Effective Amendment No.
14 on September 21, 1995.

(b) Sub-Investment Advisory Agreement dated August 1,
1994, between The Provident Bank and James Investment
Research, Inc. Filed as Exhibit (5)(g) to
Registrant's Post-Effective Amendment No. 8 filed on
November 9, 1994.

(c) Sub-Investment Advisory Agreement dated as of August
15, 1995, between The Provident Bank and DePrince,
Race & Zollo, Inc. Filed as Exhibit (5)(c) to
Registrant's Post-Effective Amendment No. 14 on
September 21, 1995.

6. (a) Principal Underwriting Agreement, dated February 1,
1994, as amended as of July 6, 1995, between
Registrant and The Winsbury Company Limited
Partnership d/b/a The Winsbury Company. Filed as
Exhibit (6)(a) to Registrant's Post-Effective
Amendment No. 14 on September 21, 1995.

(b) Form of Dealer Agreement between The Winsbury Company
Limited Partnership and Provident Securities &
Investment Company. Filed as Exhibit (6)(b) to
Registrant's Post-Effective Amendment No. 14 on
September 21, 1995.

7. Not applicable.

8. Amended and Restated Custodian, Fund Accounting and
Recordkeeping Agreement dated
</TABLE>

C-17

<PAGE> 107
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C> <C>

August 1, 1994, as amended as of July 6, 1995,
between Registrant and The Provident Bank. Filed as
Exhibit (8) to Registrant's Post- Effective Amendment
No. 14 on September 21, 1995.

9. (a) Administration Agreement, dated February 1, 1994, as
amended as of July 6, 1995, between the Registrant
and The Winsbury Company Limited d/b/a The Winsbury
Company. Filed as Exhibit (9)(a) to Registrant's
Post-Effective Amendment No. 14 on September 21,
1995.

(b) Master Transfer and Recordkeeping Agreement, dated as
of February 24, 1992, as amended as of July 6, 1995,
between Registrant and The Provident Bank. Filed as
Exhibit (9)(b) to Registrant's Post-Effective
Amendment No. 14 on September 21, 1995.

(c) Shareholder Services Plan adopted January 6, 1994, as
amended as of June 8, 1994. Filed as Exhibit (9)(c)
to Registrant's Post-Effective Amendment No. 8 filed
on November 9, 1994.

(d) Form of Servicing Agreement to Shareholder Services
Plan as amended. Filed as Exhibit (9)(d) to
Registrant's Post-Effective Amendment No. 8 on
November 9, 1994.

(e) Sub-Transfer Agency Agreement dated as of January 1,
1995, as amended as of July 6, 1995, between The
Provident Bank and BISYS Fund Services Ohio, Inc.
Filed as Exhibit (9)(e) to Registrant's
Post-Effective Amendment No. 14 on September 21,
1995.

(f) Agreement and Plan of Reorganization and Liquidation
dated as of June 26, 1995, between the Registrant and
MIM Mutual Funds, Inc. Filed as Exhibit (9)(f) to
Registrant's Post- Effective Amendment No. 14 on
September 21, 1995.

10. An Opinion of Counsel as to the legality of the
shares of The Riverfront Stock Appreciation Fund was
filed with Registrant's

</TABLE>

C-18

<PAGE> 108
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C> <C>

Rule 24f-2 Notice on November 29, 1995.
An Opinion of Counsel as to the legality of the
shares of The Riverfront U.S. Government Securities
Money Market Fund, The Riverfront U.S. Government
Income Fund, The Riverfront Income Equity Fund, The
Riverfront Ohio Tax- Free Bond Fund and The
Riverfront Flexible Growth Fund was filed with
Registrant's Rule 24f-2 Notice on February 23, 1995.

11. (a) Consent of Ernst & Young LLP.

(b) Consent of McCurdy & Associates CPA's, Inc.

12. Not applicable.

13. The Subscription Agreement. Filed as an Exhibit to
Registrant's Registration Statement on April 10,
1990.

14. Not applicable.

15. (a) The Distribution Plans for each of the
Riverfront U.S. Government Securities Money
Market Fund, The Riverfront U.S. Government
Income Fund and The Riverfront Income Equity
Fund. Filed as an Exhibit to Registrant's
Post-Effective Amendment No. 2 on March 2,
1992.

(b) Investor A Distribution and Shareholder
Service Plan and Agreement, as amended
August 1, 1994. Filed as Exhibit (15)(b) to
Registrant's Post-Effective Amendment No. 8
filed on November 9, 1994.

(c) Investor B Distribution and Shareholder
Service Plan and Agreement. Filed as Exhibit
(15)(c) to Registrant's Post-Effective
Amendment No. 8 filed on November 9, 1994.

(d) Form of Dealer Agreement between The Winsbury
Company Limited Partnership and Provident
Securities & Investment Company. Filed as
Exhibit (15)(d) to Registrant's Post-Effective
Amendment No. 14 on September 21, 1995.

16. (a) Schedules for the calculation of performance
quotations for The Riverfront U.S. Government
Securities Money Market Fund. Filed as Exhibit
</TABLE>

C-19

<PAGE> 109
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C> <C>

(16) (a) to Registrant's Post-Effective Amendment No.
7 on June 2, 1994.

(b) Schedules for the calculation of performance
quotations for The Riverfront U.S. Government Income
Fund and The Riverfront Income Equity Fund. Filed as
Exhibit (16)(b) to Registrant's Post-Effective
Amendment No. 7 on June 2, 1994.

(c) Schedules for the calculation of performance
quotations for The Riverfront Ohio Tax-Free Bond
Fund. Filed as Exhibit (16)(c) to Registrant's
Post-Effective Amendment No. 9 on January 31, 1995.

(d) Schedule for the calculation of performance
quotations for The Riverfront Flexible Growth Fund.
Filed as Exhibit (16)(d) to Registrant's
Post-Effective Amendment No. 9 on January 31, 1995.

(e) Schedule for the calculation of performance
quotations for The Riverfront Stock Appreciation
Fund. Filed as Exhibit (16)(e) to Registrant's
Post-Effective Amendment No. 14 on September 21,
1995.

17. Financial Data Schedule for The Riverfront
Stock Appreciation Fund.

18. None.

19. (a) Powers of Attorney of the Officers and Directors of
the Registrant. Filed as an Exhibit to Registrant's
Post-Effective Amendment No. 6 on March 1, 1994.

(b) Power of Attorney for George P. Landreth. Filed as
Exhibit (17)(b) to Registrant's Post-Effective
Amendment No. 7 on June 2, 1994.

(c) Power of Attorney for Walter B. Grimm. Filed as
Exhibit (18)(c) to Registrant's Post-Effective
Amendment No. 10 on April 11, 1995.

(d) Consent of Baker & Hostetler.
</TABLE>

C-20

<PAGE> 110

As filed with the Securities and Exchange Commission January 29, 1996

1933 Act Registration No. 33-34154
1940 Act File No. 811-6082

EXHIBITS TO

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /x/

Post-Effective Amendment No. 15 /x/

and

REGISTRATION STATEMENT UNDER THE INVESTMENT

COMPANY ACT OF 1940 /x/

Amendment No. 16 /x/

The Riverfront Funds, Inc.
(Exact Name of Registrant as Specified in Charter)

3435 Stelzer Road
Columbus, Ohio 43219
(Address of Principal Executive Offices)

Registrant's Telephone Number:
(800) 899-4600

C-21

<PAGE> 1

EXHIBIT (11)(a)

<PAGE> 2

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption
"Auditors" in the Statement of Additional Information included in
Post-Effective Amendment No. 15 to the Registration Statement (Form
N-1A No. 33-34154) of The Riverfront Funds, Inc.

ERNST & YOUNG LLP

Cincinnati, Ohio
January 29, 1996

<PAGE> 1

EXHIBIT (11)(b)

<PAGE> 2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the inclusion
in this Post-Effective Amendment No. 15 to the Registration Statement on Form
N-1A of The Riverfront Funds, Inc. of our report to the Directors and
Shareholders of The Riverfront Stock Appreciation Fund dated October 11, 1995
and to all references to our firm included in or made a part of this Post-
Effective Amendment No. 15 to the Registration Statement on Form N-1A.

McCurdy & Associates CPA's, Inc.
Westlake, Ohio 44145
January 29, 1996

<PAGE> 1

EXHIBIT (17)

<PAGE> 2
[ARTICLE] 6
[CIK] 0000862342
[NAME] RIVERFRONT FUNDS INC
[SERIES]
[NUMBER] 6
[NAME] STOCK APPRECIATION FUND
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] SEP-30-1995
[PERIOD-END] SEP-30-1995
[INVESTMENTS-AT-COST] 31,444,329
[INVESTMENTS-AT-VALUE] 40,633,005
[RECEIVABLES] 103,324
[ASSETS-OTHER] 53,570
[OTHER-ITEMS-ASSETS] 2,782,209
[TOTAL-ASSETS] 44,499,908
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 45,330
[TOTAL-LIABILITIES] 45,330
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 35,265,902
[SHARES-COMMON-STOCK] 4,445,458
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 9,188,676
[NET-ASSETS] 44,454,578
[DIVIDEND-INCOME] 384,381
[INTEREST-INCOME] 368,293
[OTHER-INCOME] 0
[EXPENSES-NET] 1,044,944
[NET-INVESTMENT-INCOME] (292,270)
[REALIZED-GAINS-CURRENT] 3,024,858
[APPREC-INCREASE-CURRENT] 5,538,265
[NET-CHANGE-FROM-OPS] 8,270,853
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 1,166,721
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 4,445,458
[NUMBER-OF-SHARES-REDEEMED] 0
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] 3,425,009
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 439,627
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 1,044,944
[AVERAGE-NET-ASSETS] 44,454,578
[PER-SHARE-NAV-BEGIN] 8.25
[PER-SHARE-NII] (0.07)
[PER-SHARE-GAIN-APPREC] 2.14
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] (0.32)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 10
[EXPENSE-RATIO] 2.61
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>

<PAGE> 1

EXHIBIT (19)(d)

<PAGE> 2

CONSENT OF COUNSEL

We hereby consent to the use of our name and to the references to our
firm under the caption "Legal Counsel" included in or made a part of the
Registration Statement on Form N-1A, File No. 33- 34154, filed under the
Securities Act of 1933, as amended, of The Riverfront Funds, Inc.

BAKER & HOSTETLER

Columbus, Ohio
January 29, 1996