<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant[ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
THE RIVERFRONT FUNDS, INC.
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(Name of Registrant as Specified In Its Charter)
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N/A
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE> 2
THE RIVERFRONT U.S. GOVERNMENT SECURITIES
MONEY MARKET FUND
THE RIVERFRONT U.S. GOVERNMENT INCOME FUND
THE RIVERFRONT OHIO TAX-FREE BOND FUND
THE RIVERFRONT BALANCED FUND
THE RIVERFRONT INCOME EQUITY FUND
THE RIVERFRONT LARGE COMPANY SELECT FUND
THE RIVERFRONT STOCK APPRECIATION FUND
PORTFOLIOS OF THE RIVERFRONT FUNDS, INC.
3435 STELZER ROAD, COLUMBUS, OHIO 43219
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of The Riverfront Funds, Inc.:
Notice is hereby given that a Special Meeting of Shareholders of The
Riverfront U.S. Government Securities Money Market Fund, The Riverfront U.S.
Government Income Fund, The Riverfront Ohio Tax-Free Bond Fund, The Riverfront
Balanced Fund (formerly known as The Riverfront Flexible Growth Fund), The
Riverfront Income Equity Fund, The Riverfront Large Company Select Fund and The
Riverfront Stock Appreciation Fund (collectively the "Portfolios"), constituting
all of the portfolios of The Riverfront Funds, Inc., a Maryland corporation (the
"Company"), will be held on Thursday, July 31, 1997, at 10:00 a.m., Eastern
Daylight Savings Time, at 3435 Stelzer Road, Columbus, Ohio 43219. The purpose
of the Meeting is to consider and act on the following matters:
1. To elect a Board of Directors;
2. To ratify the selection of Ernst & Young LLP, independent public
accountants, as auditors to be employed by the Company for the fiscal
year ending December 31, 1997;
3. To approve an Agreement and Plan of Reorganization and Liquidation
providing for the conversion of the Portfolios from separate series of a
Maryland corporation to separate series of an Ohio business trust; and
4. To consider and act upon any matters incidental to the foregoing and to
transact such other business as may properly come before the Meeting and
any adjournment or adjournments thereof.
The close of business of June 6, 1997, has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Meeting.
All shareholders are cordially invited to attend the Meeting in person. If
you are unable to do so, please complete the enclosed proxy and return it in the
enclosed envelope.
By Order of the Directors,
C. David Bunstine, Secretary
June 18, 1997
YOUR VOTE IS IMPORTANT
IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF A SECOND SOLICITATION, WE URGE YOU
TO COMPLETE, SIGN AND RETURN PROMPTLY THE ENCLOSED PROXY. FOR YOUR CONVENIENCE,
THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE.
<PAGE> 3
THE RIVERFRONT FUNDS, INC.
3435 STELZER ROAD
COLUMBUS, OHIO 43219
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
THE RIVERFRONT U.S. GOVERNMENT SECURITIES
MONEY MARKET FUND,
THE RIVERFRONT U.S. GOVERNMENT INCOME FUND,
THE RIVERFRONT OHIO TAX-FREE BOND FUND,
THE RIVERFRONT BALANCED FUND,
THE RIVERFRONT INCOME EQUITY FUND,
THE RIVERFRONT LARGE COMPANY SELECT FUND AND
THE RIVERFRONT STOCK APPRECIATION FUND
PORTFOLIOS OF THE RIVERFRONT FUNDS, INC.
TO BE HELD JULY 31, 1997
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Directors of The Riverfront Funds, Inc., a Maryland corporation
(the "Company"), to be used in connection with a Special Meeting of Shareholders
(the "Meeting") of the Company to be held on July 31, 1997. The mailing address
of the principal executive offices of the Company is: 3435 Stelzer Road,
Columbus, Ohio 43219. The approximate date on which this Proxy Statement and
forms of proxy are first sent to shareholders is on or about June 27, 1997.
The Directors have fixed the close of business on June 6, 1997, as the
record date (the "Record Date") for the determination of shareholders entitled
to notice of and to vote at the Meeting. Shareholders of record are entitled to
one vote for each share and a proportionate fractional vote for any fraction of
a share as to each issue on which such shareholders are entitled to vote. Each
of the portfolios of the Company, other than The Riverfront U.S. Government
Securities Money Market Fund (the "Money Market Fund"), offers and has issued
and outstanding two classes of shares, Investor A Shares and Investor B Shares.
The Money Market Fund offers and has issued and outstanding only Investor A
Shares. The following sets forth, as of the Record Date, the number of shares of
capital stock, $.001 par value (the "Shares"), of each of the Company's series
or funds (singly a "Portfolio" and collectively the "Portfolios") which were
outstanding and are entitled to vote at the Meeting: the Money Market
Fund -- 165,021,893.090 Investor A Shares; The Riverfront U.S. Government Income
Fund (the "Income Fund") -- 5,296,900.700 Investor A Shares and 139,564.790
Investor B Shares; The Riverfront Ohio Tax-Free Bond Fund (the "Ohio Tax-Free
Fund") -- 743,734.964 Investor A Shares and 121,221.747 Investor B Shares; The
Riverfront Balanced Fund, formerly known as The Riverfront Flexible Growth Fund
(the "Balanced Fund") -- 789,632.981 Investor A Shares and
841,963.552 -- Investor B Shares; The Riverfront Income Equity Fund (the "Income
Equity Fund") -- 6,098,797.523 Investor A Shares and 959,050.087 Investor B
Shares; The Riverfront Large Company Select Fund (the "Large Company
Fund") -- 2,587,201.566 Investor A Shares and 35,477.404 Investor B Shares; and
The Riverfront Stock Appreciation Fund (the "Stock Appreciation
Fund") -- 2,508,564.585 Investor A Shares and 88,649.215 Investor B Shares. At
the Meeting, Shareholders will be voting either together as a group without
regard to Portfolio, or separately by Portfolio, but will not be voting by
class.
Only shareholders of record at the close of business on the Record Date
will be entitled to notice of and to vote at the Meeting. Shares represented by
management proxies, unless previously revoked, will be voted at the Meeting in
accordance with the instructions of the shareholders. If no instructions are
given, the proxies will be voted in favor of the proposals. To revoke a
management proxy, the shareholder giving such proxy must either submit to the
Company a subsequently dated proxy, deliver to the Company a written notice of
<PAGE> 4
revocation or otherwise give notice of revocation in open Meeting, in all cases
prior to the exercise of the authority granted in the management proxy.
In the event that sufficient votes are not received by the Meeting date, a
person named as proxy may propose one or more adjournments of the Meeting for a
reasonable period or periods to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of the holders of a majority of
the Company's Shares present at the Meeting in person or by proxy. The persons
named as proxies will vote in favor of such adjournment those proxies which they
are entitled to vote in favor of the proposals and will vote against any such
adjournment those proxies required to be voted against the proposals.
THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF THE COMPANY'S MOST
RECENT ANNUAL REPORT TO SHAREHOLDERS AND SEMI-ANNUAL REPORT TO SHAREHOLDERS
SUCCEEDING THE ANNUAL REPORT, IF ANY, UPON REQUEST, WHICH REQUEST MAY BE MADE
EITHER BY WRITING TO THE COMPANY AT THE ADDRESS ABOVE OR BY CALLING TOLL-FREE
(800) 424-2295. THE ANNUAL REPORT WILL BE MAILED TO YOU BY FIRST-CLASS MAIL
WITHIN THREE BUSINESS DAYS OF RECEIPT OF YOUR REQUEST.
The following table summarizes the proposals on which shareholders are
being asked to vote (singly a "Proposal" and collectively the "Proposals") and
indicates how shareholders will vote on each Proposal. Proposals 1, 2 and 3
relate to all Portfolios; shareholders of all Portfolios will vote together as a
group, without regard to Portfolio, on Proposals 1 and 2. However, while all
shareholders will vote on Proposal 3, they will do so on a Portfolio by
Portfolio basis, rather than together as a group.
<TABLE>
<CAPTION>
SHAREHOLDERS WHO WILL VOTE
PROPOSAL BRIEF DESCRIPTION OF THE PROPOSAL ON THE PROPOSAL
- ----------- --------------------------------------------------- -------------------------------
<S> <C> <C>
Proposal 1 To elect a Board of Directors Shareholders of All Portfolios
Voting Together As a Group
Proposal 2 To ratify the selection of Ernst & Young LLP as Shareholders of All Portfolios
independent accountants Voting Together As a Group
Proposal 3 To adopt an Agreement and Plan of Reorganization Shareholders of All Portfolios
providing for the conversion of the Portfolios from Voting Separately By Portfolio
separate series of a Maryland corporation to
separate series of an Ohio business trust
</TABLE>
The Company knows of no business other than that mentioned in Proposals 1
through 3 of the Notice which will be presented for consideration at the
Meeting. If any other matters are properly presented, it is the intention of the
persons named on the enclosed proxies to vote proxies in accordance with their
best judgment. In the event a quorum is present at the Meeting but sufficient
votes to approve any of the Proposals with respect to one or more Portfolios are
not received, the persons named as proxies may propose one or more adjournments
of the Meeting to permit further solicitation of proxies, provided they
determine that such an adjournment and additional solicitation is reasonable and
in the interest of shareholders.
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PROPOSAL 1 -- ELECTION OF DIRECTORS
It is the present intention that the enclosed proxies will be used for the
purposes of voting in favor of the election of each of the following nominees as
a Director to hold office until the next meeting of shareholders and until his
successor is elected and qualified. Each of the nominees, except for Mr. Grimm,
presently is a Director of the Company. Pursuant to Rule 14a-4(d) under the
Securities Exchange Act of 1934, as amended, each nominee has consented to be
named in this Proxy Statement and to serve if elected. It is not expected that
any of the nominees will decline or become unavailable for election, but in case
this should happen, the discretionary power given in the proxy may be used to
vote for a substitute nominee or nominees.
<TABLE>
<CAPTION>
NAME, AGE
AND POSITION A DIRECTOR OF
WITH THE COMPANY PRINCIPAL OCCUPATION THE COMPANY SINCE
- ------------------------- --------------------------------------------------- -----------------
<S> <C> <C>
J. Virgil Early Principal in J. Virgil Early & Associates 1990
Age 59 (business consulting).
Director
William M. Higgins Senior Vice President and Director of Sena Weller 1992
Age 53 Rohs Williams, Inc. (investment advisory services).
Director
*Walter B. Grimm Since June, 1992, employee of BISYS Fund Services --
Age 52 Limited Partnership.
President
*Harvey M. Salkin Professor, Case Western Reserve University; former 1995
Age 51 President and major shareholder of Mathematical
Director Investing Systems, Inc. (investment advisory firm).
</TABLE>
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* Mr. Grimm and Dr. Salkin are each considered an "interested person" of the
Company, as that term is defined in Section 2(a)(19) of the Investment Company
Act of 1940, as amended (the "1940 Act"). Mr. Grimm is considered an
"interested person" of the Company because he is an employee of BISYS Fund
Services Limited Partnership, the distributor of the Portfolios' Shares
("BISYS"). Dr. Salkin is considered an "interested person" of the Company
because he owns shares of common stock in Provident Bancorp, Inc., the parent
corporation of Provident.
Mr. Grimm is also a trustee of The Sessions Group, The Coventry Group,
American Performance Funds, Marketwatch Funds, Kent Funds and BISYS Insurance
Trust Fund, each of which is a registered investment company.
During the fiscal year ended December 31, 1996, no Director or officer
affiliated with The Provident Bank as the Portfolios' investment adviser,
DePrince, Race & Zollo, Inc. as the sub-investment adviser for the Income Equity
Fund, or BISYS received any direct remuneration from the Company.
The Company has an Audit Committee comprised of Messrs. Early and Higgins,
neither of which is an interested person of the Company. During the fiscal year
ended December 31, 1996, the Audit Committee did not hold any meetings since the
specific matters to be acted upon by the Audit Committee, such as the
recommendation of independent auditors, were presented to and acted upon by the
full Board.
During the fiscal year ended December 31, 1996, the Company's Board of
Directors held five meetings. Messrs. Early and Higgins and Dr. Salkin attended
at least 75% of the meetings. Mr. Grimm was not a Director of the Company during
that period.
A plurality of the votes cast at a meeting of shareholders at which a
quorum is present is required for the election of Directors.
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, 1996. The Company has no pension or retirement
plans.
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COMPENSATION TABLE
<TABLE>
<CAPTION>
AGGREGATE TOTAL COMPENSATION
NAME AND POSITION WITH THE COMPENSATION FROM THE COMPANY
COMPANY FROM THE COMPANY AND THE FUND COMPLEX*
-------------------------------- ---------------- ---------------------
<S> <C> <C>
J. Virgil Early $8,500 $ 8,500
Director
William M. Higgins $8,500 $ 8,500
Director
Harvey M. Salkin $8,500 $ 8,500
Director
Stephen G. Mintos(1) $ 0 $ 0
Director
</TABLE>
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* For purposes of this Table, Fund Complex means one or more mutual funds,
including the Portfolios, which have a common investment adviser or
affiliated investment advisers or which hold themselves out to the public as
being related.
(1) Mr. Mintos will resign as a director of the Company effective immediately
prior to the Meeting.
OTHER EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
other executive officers of the Company:
<TABLE>
<CAPTION>
NAME, AGE AND AN OFFICER
POSITION WITH PRINCIPAL OCCUPATION OF THE
THE COMPANY DURING THE PAST FIVE YEARS COMPANY SINCE
- --------------------- ---------------------------------------------------- -----------------
<S> <C> <C>
George O. Martinez Since April 1995, employee of BISYS Fund Services August 1995
Age 37 Limited Partnership; prior to April 1995, Vice
President
Vice President and Associate General Counsel of Alliance Capital
Management, L.P. (investment management firm).
Thomas E. Line Since January 1997, employee of BISYS Fund Services May 1997
Age 29 Limited Partnership; prior to January 1997, Senior
Treasurer Audit Manager, KPMG Peat Marwick LLP (independent
public accountants).
C. David Bunstine Since December 1987, employee of BISYS Fund Services May 1997
Age 31 Limited Partnership.
Secretary
Alaina V. Metz Since June 1995, employee of BISYS Fund Services August 1995
Age 30 Limited Partnership; prior thereto and since May
Assistant Secretary 1989, employee of Alliance Capital Management, L.P.
(investment management firm).
</TABLE>
The executive officers of the Company are elected annually by the Board of
Directors and hold office until their respective successors are duly elected.
None of the officers of the Company receives compensation from the Company for
serving as an officer.
PROPOSAL 2 -- RATIFICATION OF SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company, including a majority of the Board of
Directors who are not "interested persons," on February 28, 1997, approved the
selection of Ernst & Young LLP as the independent public accountants of the
Company for the fiscal year ending December 31, 1997. Unless instructed in the
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Proxy to the contrary, the persons named therein intend to vote in favor of the
ratification of the selection of Ernst & Young LLP as independent public
accountants of the Company to serve for the fiscal year ending December 31,
1997. On February 24, 1995, Ernst & Young LLP was initially engaged by the Board
of Directors of the Company as the Company's independent public accountants.
Shareholders of all Portfolios of the Company will vote jointly on the
proposal to ratify the selection of Ernst & Young LLP as independent public
accountants of the Company to serve for the fiscal year ending December 31,
1997. Ratification requires the affirmative vote of shareholders holding a
majority of the Shares of the Company who are present at the Meeting in person
or by proxy.
A representative of Ernst & Young LLP will be available by telephone during
the Meeting with an opportunity to make a statement if the representative
desires to do so and to respond to appropriate questions.
PROPOSAL 3 -- APPROVAL OF AN AGREEMENT AND PLAN OF
REORGANIZATION AND LIQUIDATION PROVIDING FOR THE
CONVERSION OF THE PORTFOLIOS FROM SEPARATE SERIES
OF A MARYLAND CORPORATION TO SEPARATE
SERIES OF AN OHIO BUSINESS TRUST.
The Directors of the Company have unanimously approved an Agreement and
Plan of Reorganization and Liquidation (the "Plan of Conversion") in the form
attached to this Proxy Statement as Exhibit A. The Plan of Conversion provides
for a conversion (the "Conversion") of the Money Market Fund, the Income Fund,
the Ohio Tax-Free Fund, the Balanced Fund, the Income Equity Fund, the Large
Company Fund and the Stock Appreciation Fund (the "current Portfolios") from
separate series of The Riverfront Funds, Inc., a Maryland corporation (the
"Company"), to separate series of The Riverfront Funds, an Ohio business trust
(the "Trust").
The individual investment objectives, policies and limitations of the
current Portfolios will not change. A separate portfolio of the Trust will carry
on the business of each current Portfolio following the Conversion (the
"successor Portfolios"). Each successor Portfolio will have investment
objectives, policies and limitations identical to those of its corresponding
current Portfolio. The name of the successor Portfolio for the Stock
Appreciation Fund will be The Riverfront Small Company Select Fund. Other than
this difference in name, the name of each successor Portfolio will be identical
to that of its respective current Portfolio. For a discussion of the principal
differences between the Company's and the Trust's forms of organization, see
"CERTAIN COMPARATIVE INFORMATION ABOUT THE COMPANY AND THE TRUST" below.
The Provident Bank, each current Portfolio's investment adviser
("Provident"), will be responsible, either directly or indirectly through a
sub-investment adviser, for the investment management of each successor
Portfolio, subject to the supervision of the Board of Trustees of the Trust (the
"Trustees") under an Investment Advisory Agreement substantially identical to
the agreement currently in effect between Provident and the Company (the
"current Investment Advisory Agreement"). DePrince, Race & Zollo, Inc., the
Income Equity Fund's sub-investment adviser ("DRZ"), will be responsible for the
management of a portion of the portfolio securities of such successor Portfolio,
subject to the supervision of Provident and the Trustees, under a Sub-Investment
Advisory Agreement substantially identical to the agreement currently in effect
between DRZ and Provident (the "current Sub-Advisory Agreement").
BISYS will serve as the principal underwriter of shares of each successor
Portfolio pursuant to a Distribution Agreement substantially identical to the
agreement currently in effect between BISYS and the Company.
REASONS FOR THE PROPOSED CONVERSION
The Company is presently organized as a Maryland corporation with multiple
portfolios. The Directors of the Company unanimously recommend conversion of
each current Portfolio to a separate corresponding portfolio of an Ohio business
trust (i.e., into a successor Portfolio) which will succeed to the business of
its corresponding current Portfolio. The Directors have determined that Ohio law
as it relates to business trusts
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<PAGE> 8
affords certain advantages to the operations of a mutual fund that are
unavailable to mutual funds organized as corporations under Maryland law.
In general, Ohio business trust law will provide greater flexibility to the
Company than Maryland corporation law in structuring the Company's operations
and will eliminate both the need to obtain shareholder approval for certain
routine or nonmaterial actions and the expense and delays involved in doing so.
For example, under Maryland corporation law, routine or nonmaterial changes to
the charter of the Company, such as those in response to regulatory developments
or changes to the name of a Portfolio, would typically require shareholder
approval; Ohio law permits such changes to the Declaration of Trust to be made
without first seeking shareholder approval. Under Ohio law and the Trust's
Declaration of Trust, the Trust and the successor Portfolios may be required to
have fewer shareholder meetings, potentially reducing costs, although neither
Maryland corporations nor Ohio business trusts are required to hold annual
shareholder meetings. Of course, the fundamental investment restrictions of both
the current Portfolios and the successor Portfolios will remain fundamental, and
may be changed only by shareholder vote.
For a more detailed comparison of the Company's current Articles of
Incorporation and the Declaration of Trust of the Trust, see "CERTAIN
COMPARATIVE INFORMATION ABOUT THE COMPANY AND THE TRUST" below.
SUMMARY OF THE PLAN OF CONVERSION
The following discussion summarizes the important terms of the Plan of
Conversion. This summary is qualified in its entirety by reference to the Plan
of Conversion itself, which is included as Exhibit A to this Proxy Statement.
In order to accomplish the Conversion, the Company organized the Trust as
an Ohio business trust pursuant to a Declaration of Trust dated as of October
11, 1996. On the closing date of the Conversion (the "Closing Date"), each
current Portfolio will transfer all of its assets to the corresponding successor
Portfolio in exchange for (1) the assumption by the successor Portfolio of all
the liabilities of that current Portfolio and (2) shares of beneficial interest
of that successor Portfolio ("successor Portfolio shares") equal to the net
asset value on the date of the exchange of that current Portfolio. Immediately
thereafter, each current Portfolio will be liquidated and each Shareholder of
the current Portfolio will receive for his or her Shares an equal number of full
and fractional shares of the corresponding successor Portfolio. Immediately
after this distribution of successor Portfolio shares, each current Portfolio
will be terminated and, as soon as practicable thereafter, will be dissolved.
UPON COMPLETION OF THE CONVERSION, EACH CURRENT PORTFOLIO SHAREHOLDER WILL BE
THE OWNER OF FULL AND FRACTIONAL SUCCESSOR PORTFOLIO SHARES EQUAL IN NUMBER,
DENOMINATION, CLASS AND AGGREGATE NET ASSET VALUE TO HIS OR HER CURRENT
PORTFOLIO SHARES.
To facilitate the Conversion, the Plan of Conversion authorizes the
Company, on behalf of the current Portfolios, as the then sole initial
shareholder of the Trust (1) to elect as Trustees of the Trust, the persons who
then currently serve as Directors of the Company; (2) to approve or disapprove
the selection of the independent accountants who currently serve as independent
accountants of the Company; and (3) to approve (i) the Investment Advisory
Agreement with Provident for each successor Portfolio (the "New Advisory
Agreement") and (ii) the Sub-Investment Advisory Agreement between Provident and
DRZ, with respect to the Income Equity Fund only (the "New Sub-Advisory
Agreement").
The newly elected Trustees of the Trust will hold office without limit in
time except that (a) any Trustee may resign, (b) any Trustee may be removed by
written instrument signed by at least two-thirds of the number of Trustees prior
to removal; and (c) a Trustee may be removed at any Special Meeting of the
shareholders by a vote of a majority of the votes of the Trust at such meeting.
In case a vacancy shall for any reason exist, the remaining Trustees may fill
such vacancy by appointing another Trustee, so long as, immediately after such
appointment, at least two-thirds of the Trustees have been elected by
shareholders. If at any time, less than a majority of the Trustees holding
office has been elected by shareholders, the Trustees then in office will
promptly call a shareholders' meeting for the purpose of electing a Board of
Trustees. Otherwise, there normally will be no meeting of shareholders for the
purpose of electing Trustees.
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<PAGE> 9
The New Advisory Agreement and the New Sub-Advisory Agreement will take
effect on the Closing Date. The New Advisory Agreement and the New Sub-Advisory
Agreement will continue in force until December 31, 1997. Each Agreement will
continue in force thereafter from year to year so long as its continuance is
approved at least annually (i) by the vote of a majority of the Trustees who are
not "interested persons" of the Trust, or Provident or DRZ, as the case may be,
cast in person at a meeting called for the purpose of voting on such approval,
and (ii) by vote of a majority of the Trustees or by the vote of a majority of
the outstanding shares of the appropriate successor Portfolio. The New Advisory
Agreement and New Sub-Advisory Agreement will be terminable without penalty on
sixty days' written notice either by the Trust, Provident or DRZ, as the case
may be, and each will terminate automatically in the event of its assignment.
Assuming the Plan of Conversion is approved, it is currently contemplated
that the Conversion will become effective at the close of business on July 31,
1997. However, the Conversion may become effective at another time and date if
circumstances so warrant.
The obligations of the Company and the Trust under the Plan of Conversion
are subject to various conditions as stated therein, including receipt from the
SEC of an exemption order from the provisions of sec.17(a) of the 1940 Act. The
Company and the Trust may at any time waive compliance with any of the
conditions contained in the Plan of Conversion, or amend or modify, the Plan of
Conversion; provided, however, that, following the Meeting, the Plan of
Conversion may not be amended or modified nor any condition waived, to the
extent that such amendment, modification or waiver would materially adversely
affect the current Portfolio shareholders without their further approval.
If shareholders of one or more current Portfolios do not approve its
Conversion, the Company will continue its existence as a Maryland corporation,
and all current Portfolios will continue as series of the Maryland corporation.
Consummation of the Conversion is contingent upon its approval by each current
Portfolio.
It will not be necessary for holders of certificates for Shares of the
current Portfolios to exchange their certificates, if any, for new certificates
for shares of the corresponding successor Portfolios following consummation of
the Conversion. Certificates for Shares of the current Portfolios issued prior
to the Conversion will represent outstanding shares of the corresponding
successor Portfolio after the Conversion. New certificates will not be issued by
the successor Portfolios after the Conversion.
CONTINUATION OF PORTFOLIO SHAREHOLDER ACCOUNTS AND PLANS
The Company's transfer agent will establish an account for each successor
Portfolio shareholder containing the appropriate number and denominations of
successor Portfolio shares to be received by that shareholder under the Plan of
Conversion. Such accounts will be identical in all material respects to the
accounts currently maintained by the current Portfolios' transfer agent for each
current Portfolio shareholder. Current Portfolio shareholders who are
participating in special purchase or withdrawal plans will retain the same
rights and privileges as the successor Portfolio shares. Likewise, current
Portfolio shareholders who hold Investor B Shares will retain the same rights
and privileges, including those relating to the conversion of such Shares into
Investor A Shares, as the successor Investor B Portfolio shares. In addition, no
action will be necessary in order to continue any automatic investment plan or
retirement plan currently maintained by a current Portfolio shareholder with
respect to current Portfolio shares.
CERTAIN COMPARATIVE INFORMATION ABOUT THE COMPANY AND THE TRUST
Summary of the Declaration of Trust. The Trust has been established
pursuant to the Declaration of Trust under the laws of the State of Ohio. The
investment objective, policies, and limitations of each successor Portfolio of
the Trust will be the same as those of the respective current Portfolios. The
Trust's fiscal year will be the same as that of the Company, although the
Trustees may change the fiscal year in their discretion. Prior to the
Conversion, each successor Portfolio will not have any assets or liabilities.
During the Conversion, the Company will be the sole shareholder of the successor
Portfolios immediately prior to distribution of successor Portfolio shares to
current Portfolio shareholders.
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<PAGE> 10
As an Ohio business trust, the Trust's operations will be governed by its
Declaration of Trust, its By-Laws and applicable Ohio law. The Company's
operations are governed by its Articles of Incorporation, its By-Laws and
Maryland corporate law. Like the Company, the operations of the Trust will
continue to be subject to the provisions of the 1940 Act and the rules and
regulations of the Securities and Exchange Commission (the "SEC") thereunder and
applicable state securities laws.
Trustees and Officers of the Trust. Subject to the provisions of the
Trust's Declaration of Trust, the business of the Trust is supervised by its
Trustees, who serve indefinite terms and who have all powers necessary or
convenient to carry out that responsibility. The responsibilities, powers, and
fiduciary duties of the Trustees of the Trust will be substantially the same as
those of the Directors of the Company. The Trustees of the Trust will be those
persons elected as Directors of the Company at the Meeting, as set forth under
PROPOSAL 1 above.
It is anticipated that the Trustees of the Trust will ratify the initial
Trustee's election of the then present officers of the Company to serve as
officers of the Trust and that such persons will perform the same functions
following the Conversion that they now perform on behalf of the Company.
Series of Shares of the Company and the Trust. The Trust's Declaration of
Trust permits the Trustees to create one or more series or portfolios of the
Trust and, with respect to each series, to issue an unlimited number of full or
fractional shares of that series or of one or more of that series' classes. The
Directors of the Company have substantially similar rights under the Company's
Articles of Incorporation and Maryland law, except that they are required under
Maryland law to specify a fixed number of shares authorized for issuance. After
the Conversion, the Trust will have seven series. Each share of each series of
the Trust, like each share of each series of the Company, represents an equal
proportionate interest with each other share in that series, none having
priority or preference over another except that there are some differences in
dividend, exchange and voting rights as between the two classes of shares of
each series. Additional series or classes thereof may be added in the future.
Maryland Corporation and Ohio Trust Shareholder Liability. One area of
difference between the two forms of organization is the potential liability of
shareholders. Generally, Ohio business trust shareholders are not personally
liable for the obligations of the Trust under Ohio law. Chapter 1746 of the Ohio
Revised Code governs business trusts (the "Ohio Act"). Specifically, sec.1746.13
of the Ohio Act provides that a shareholder of an Ohio business trust will not
be liable to any third person for any act, omission or obligation of that
business trust. However, no similar statutory or other authority limiting
business trust shareholder liability exists in many other states. As a result,
to the extent that the Trust or a shareholder is subject to the jurisdiction of
courts in those states, the courts may not apply Ohio law and may thereby
subject the Trust's shareholders to liability. To guard against this risk, the
Declaration of Trust (i) contains an express disclaimer of shareholder liability
for claims made against the Trust and provides that notice of such disclaimer
may be given in each note, bond, contract, instrument, certificate or
undertaking made or issued by the Trust or its Trustees or any officer, employee
or agent (although the Declaration of Trust provides that failure to include
such a disclaimer shall not operate to bind any trustee, officer, employee,
agent or shareholder individually) and (ii) provides for indemnification out of
Trust property of any shareholder held personally liable for the obligations of
the Trust. Thus, the risk of a Trust shareholder incurring financial loss beyond
his investment because of shareholder liability is limited to circumstances in
which (1) a court refuses to apply Ohio law, (2) no contractual limitation of
liability was in effect, and (3) the Trust itself would be unable to meet its
obligations. In light of Ohio law, the nature of the Trust's business and the
nature of its assets, Provident and BISYS each believe that the risk of personal
liability to a Trust shareholder is extremely remote. After the Conversion,
shareholders of the Trust will bear this additional risk, however remote, that
they currently do not bear.
Shareholders of a Maryland corporation generally have no personal liability
for the corporation's acts or obligations, except that a shareholder may be
liable to the extent that: (1) the dividends he receives exceed the amount which
properly could have been paid under Maryland law, (2) the consideration paid to
him by the Maryland corporation for his stock was paid in violation of Maryland
law or (3) he otherwise receives any
8
<PAGE> 11
distribution, payment or release which exceeds the amount which he could
properly receive under Maryland law.
Voting Rights of Company and Trust Shareholders. Neither the Company nor
the Trust is required to hold an annual shareholder meeting. The Company's
Bylaws provide that a special meeting of shareholders may be called by the
holders of 10% or more of the shares of the Company. The Trust's Declaration of
Trust provides that a special meeting of shareholders may be called by the
holders of 20% or more of all votes attributable to the outstanding shares of
the Trust. Prior to the Conversion, the Trust will undertake to the S.E.C. that
it will hold a special meeting of shareholders of the Trust for the purpose of
considering the removal of one or more of the Trust's Trustees upon written
request therefor from shareholders owning not less than 10% of the outstanding
votes of the Trust entitled to vote. In each case the Directors/Trustees shall
cooperate with such shareholders as required under Section 16(c) of the 1940
Act.
The Trust, like the Company, will operate as an open-end management
investment company registered with the SEC under the 1940 Act. Shareholders of
each successor Portfolio will, therefore, have the power to vote at special
meetings with respect to, among other things, changes in fundamental investment
policies and limitations of the successor Portfolio, ratification of the
selection by the Trustees of the independent accountants for the Trust, and such
additional matters relating to the Trust as may be required by law or the
Trustees consider desirable. If, at any time, less than a majority of the
Trustees holding office has been elected by shareholders, the Trustees then in
office will promptly call a meeting of shareholders of the Trust for the purpose
of electing a Board of Trustees. The Company has notified the SEC that the Trust
will adopt the existing registration statement under the Securities Act of 1933
with respect to its shares.
Each shareholder of the Company is entitled to one vote for each full Share
held and a proportionate fractional vote for each fractional Share held on each
matter submitted to the vote of shareholders, regardless of the net asset value
of such Share. Each shareholder of the Trust, however, is entitled to one vote
for each dollar of value invested and a proportionate fractional vote for any
fraction of a dollar invested. Therefore, the number of full and fractional
votes per share of a successor Portfolio will change depending upon the net
asset value of that successor Portfolio's shares.
The Declaration of Trust provides that shareholders shall have the power to
vote only with respect to (1) the election or removal of Trustees, (2) the
approval of investment advisory agreements and any other agreements for which
shareholder approval is required by the 1940 Act, and (3) with respect to
certain other matters, including such additional matters as may be required by
law or the Trustees may consider desirable. Shareholders of one Portfolio may
only vote on matters affecting that Portfolio. The Declaration of Trust also
permits the Trustees to amend the Declaration of Trust to (1) establish and name
any new portfolio or class of shares of a portfolio, (2) change the rights of
the shares of any existing or new portfolio, (3) under certain circumstances
abolish any portfolio or any class of shares of a portfolio, (4) change the name
of the Trust or any existing portfolio, (5) conform the provision of the
Declaration of Trust to federal or state law or (6) cure or correct any
provision of the Declaration of Trust to be consistent with the 1940 Act or the
requirements of the Internal Revenue Code of 1986. The Articles of
Incorporation, on the other hand, provide that shareholders of the Company have
the power to vote only with respect to substantially the same matters as
shareholders of the Trust and certain other matters as may be required by law
(including but not limited to approval of certain extraordinary actions such as
a consolidation, merger or share exchange involving the Company or its stock, a
transfer of substantially all of the Company's assets or dissolution of the
Company) or otherwise may be considered desirable by the Board of Directors.
Shares of the Company are generally voted in the aggregate, without regard to
class or series, except when (i) applicable law requires the shares to be voted
by separate class or series or (ii) the matter being voted on affects one or
more classes or series and not all others, in which case only the affected
classes or series are entitled to vote on the matter.
The Articles of Incorporation, together with the Bylaws, empower the Board
of Directors, among other things, to (1) increase or decrease the total number
of shares of capital stock or the number of shares of capital stock of any class
or series that the Company has authority to issue without any action of the
shareholders, (2) subject to certain limitations imposed by the Articles of
Incorporation and applicable law, classify and reclassify any authorized but
unissued shares of capital stock by setting or changing in any one or
9
<PAGE> 12
more respects the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications or terms or conditions
of redemption of the capital stock, (3) declare or not declare dividends and
distributions in its sole discretion, provided there are sufficient lawfully
available assets therefor, (4) grant preemptive or other similar preferential
rights to any holder or holders of shares of capital stock or class or series of
the Company, (5) establish the basis or method for determining the net asset
value of the assets of any series or any share of capital stock of each series
and class for any purpose and (6) change any provision of the Bylaws.
Under Maryland law, the board of directors of a Maryland corporation are
not authorized to remove any director for any reason unless the corporation's
charter provides otherwise. The Company's Articles of Incorporation currently
reserve such removal power to the shareholders while the Trust would permit the
removal of a trustee with or without cause by action of two-thirds of the other
trustees.
The Declaration of Trust provides that a majority of the votes attributable
to the outstanding Shares voting on that matter shall constitute a quorum; the
Articles of Incorporation require the presence of holders of one-third of the
Shares voting at the Meeting to establish a quorum for a meeting.
Liability of Directors and Trustees. The Declaration of Trust provides
that the Trustees shall not be liable to any person other than the Trust or a
shareholder and that a Trustee shall not be liable for any act as a Trustee; but
nothing in the Declaration of Trust protects a Trustee against any liability to
which he would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the conduct of
his office. The Articles of Incorporation provide that its Directors shall not
be liable to the Company or its shareholders for money damages and the Company
shall indemnify its directors to the full extent required or permitted by the
laws of Maryland, but neither of those protections extends to any liability to
which he would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office. Maryland law does, however, provide that in addition to any other
liability imposed by law, directors of a Maryland corporation may be liable to
the corporation (1) for voting or assenting to the declaration of any dividend
or other distribution of assets to shareholders which is contrary to Maryland
law, (2) for voting or assenting to certain distributions of assets to
shareholders during liquidation of the corporation and (3) for voting or
assenting to a repurchase of shares of the corporation in violation of Maryland
law.
Subject to certain conditions, the Trust's Declaration of Trust requires
the Trust to indemnify each of its Trustees and officers against all liabilities
and expenses incurred by them in connection with any action or proceeding in
which they are involved or threatened to be involved by reason of being a
trustee or officer, as the case may be. However, the Trust's indemnification
obligation does not extend to instances where such trustee or officer is liable
as a result of his willful misfeasance, bad faith, gross negligence or reckless
disregard of his duties involving the Trust. With respect to the Company's
indemnification obligations to its directors, Maryland law permits the Company
to indemnify a director against certain expenses and to advance money for such
expenses in the event of any litigation against the director, but only if he
demonstrates that he acted in good faith and reasonably believed that his
conduct was in the best interests of the corporation.
Rights of Inspection. The Articles of Incorporation of the Campany provide
that, except to the extent otherwise provided by statute or the Bylaws, the
Board of Directors has sole discretion to determine the inspection rights of the
Company's shareholders with respect to its books, accounts and documents.
Maryland law provides that persons who have been shareholders of record for six
months or more and who own at least five percent of the shares of the
outstanding stock of any class of corporation may inspect the books of account
and stock ledger of the corporation. The Bylaws currently do not contain any
provisions governing such inspection rights. Trust shareholders shall have the
right to inspect the records of the Trust to the same extent as is permitted
stockholders of a for-profit corporation organized under the laws of the State
of Ohio. Ohio law provides that any shareholder of a corporation, upon written
demand stating the specific purpose thereof, has the right to examine the books
and records of account of the corporation at any reasonable time and for any
reasonable and proper purpose.
10
<PAGE> 13
EXPENSES
The expenses of the Conversion will be borne pro-rata by each current
Portfolio.
TEMPORARY WAIVER OF INVESTMENT RESTRICTIONS
Certain fundamental investment restrictions of each current Portfolio,
which prohibit that current Portfolio from acquiring more than a stated
percentage of ownership of another company, might be construed as restricting
that current Portfolio's ability to carry out the Conversion. By approving the
Plan of Conversion, current Portfolio shareholders will be agreeing to waive,
only for the purpose of the Conversion, those fundamental investment
restrictions that could prohibit or otherwise impede the transaction.
TAX CONSEQUENCES OF THE CONVERSION
As a condition to the Conversion, the Company and the Trust will each
receive an opinion from its counsel, Baker & Hostetler LLP, that no gain or loss
will be recognized for federal income tax purposes by each current Portfolio,
the Company or the current Portfolio shareholders upon (1) the transfer of that
current Portfolio's assets in exchange solely for the successor Portfolio shares
and the assumption by the Trust on behalf of the successor Portfolio of that
current Portfolio's liabilities or (2) the distribution of successor Portfolio
shares to the current Portfolio shareholders in liquidation of their current
Portfolio shares. The opinion further provides, among other things, that (a) the
basis for tax purposes of the successor Portfolio shares to be received by each
current Portfolio shareholder will be the same as that of his or her current
Portfolio shares; and (b) each current Portfolio shareholder's holding period
for his or her successor Portfolio shares will include the current Portfolio
shareholder's holding period for the current Portfolio shareholder's current
Portfolio shares, provided that said current Portfolio shares were held as
capital assets on the date of the exchange.
REQUIRED VOTE
The Directors recommend that current Portfolio shareholders vote FOR the
approval of the Plan of Conversion described above. Such a vote encompasses
approval of the conversion of each current Portfolio to a separate series of the
Trust; each current Portfolio shall vote separately. The Company may proceed
with the conversion of current Portfolios only if shareholders of each current
Portfolio vote for the conversion of that current Portfolio. A vote FOR further
encompasses temporary waiver of certain investment limitations of each current
Portfolio to permit the Conversion (see "TEMPORARY WAIVER OF INVESTMENT
RESTRICTIONS" above); authorization of the Company, as sole shareholder of the
Trust, to elect as Trustees of the Trust the persons who then currently serve as
Directors of the Company (see PROPOSAL 1 above), to approve or disapprove the
selection of the independent accountants described above under PROPOSAL 2 above
and to approve (i) an Investment Advisory Agreement for each successor Portfolio
with Provident, and (ii) a Sub-Investment Advisory Agreement between DRZ and
Provident with respect to the Income Equity Fund only.
The affirmative vote of the holders of a majority of the outstanding voting
securities of each current Portfolio entitled to vote at the Meeting is required
for approval of the Plan of Conversion with respect to that current Portfolio.
If the Plan of Conversion is not approved by each current Portfolio, the current
Portfolios will continue to operate as separate series of the Company.
FURTHER INFORMATION REGARDING THE COMPANY
ADVISER, CUSTODIAN, FUND ACCOUNTANT AND TRANSFER AGENT
As discussed above, Provident, an Ohio banking corporation, One East Fourth
Street, Cincinnati, Ohio 45202, serves as the investment adviser to each current
Portfolio. In addition, Provident provides custody, fund
11
<PAGE> 14
accounting and transfer agency services to each current Portfolio. For the
fiscal year ended December 31, 1996, the current Portfolios, except the Large
Company Fund, incurred the following fees for such services:
<TABLE>
<CAPTION>
INVESTMENT ADVISORY CUSTODY AND FUND TRANSFER AGENCY
CURRENT PORTFOLIO FEES ACCOUNTING FEES FEES
- ------------------- ------------------- ---------------- ---------------
<S> <C> <C> <C>
Money Market $ 259,214 $ 86,401 $79,137
Income 143,483 35,870 38,891
Ohio Tax-Free 56,870 15,923 26,007
Balanced 183,256 30,516 44,600
Income Equity 688,484 108,638 58,165
Stock Appreciation 294,183 55,160 38,988
</TABLE>
The Large Company Fund incurred no fees for such services during the past
fiscal year since it had not yet commenced operations.
DISTRIBUTOR AND ADMINISTRATOR
BISYS serves as the principal underwriter of Shares of the current
Portfolios pursuant to a Distribution Agreement with the Company. In its
capacity as principal underwriter, BISYS is available to receive purchase orders
and redemption requests relating to Shares of the current Portfolios. BISYS also
serves as administrator of each current Portfolio pursuant to an Administration
Agreement with the Company. BISYS' address is 3435 Stelzer Road, Columbus, Ohio
43219.
The sole general partner of BISYS is BISYS Fund Services, Inc. and its sole
limited partner is WC Subsidiary Corporation, each of whose address is 150 Clove
Road, Little Falls, New Jersey 07424. BISYS Fund Services, Inc. and WC
Subsidiary Corporation are both wholly owned by The BISYS Group, Inc., 150 Clove
Road, Little Falls, New Jersey 07424, a publicly held corporation.
BISYS receives no compensation under its Distribution Agreement with the
Company, but may retain some or all of any sales charge imposed upon the sale of
Shares and may receive compensation under the Investor A and Investor B
Distribution and Shareholder Service Plans adopted by each current Portfolio
(collectively, the "Plans"). Pursuant to the Plans, a current Portfolio may bear
some of the costs of selling its Shares under a Plan adopted pursuant to Rule
12b-1 under the 1940 Act. Under the Plans, the current Portfolio is authorized
to pay BISYS for payments it makes to banks, including Provident, other
institutions and broker-dealers, and for expenses BISYS and any of its
affiliates or subsidiaries incur for providing distribution or shareholder
service assistance. Payments to such institutions may be made pursuant to
agreements entered into with BISYS. As authorized by the Plans, BISYS has
entered into a Dealer Agreement with Provident Securities & Investment Company,
an affiliate of Provident ("PSI"), to provide certain distribution and
shareholder services in connection with the distribution of the Shares of the
current Portfolios. In consideration of such services BISYS has agreed to pay
PSI a monthly fee, computed at the annual rate of (i) .25% of the average
aggregate net asset value of Investor A shares and (ii) .75% of the average
aggregate net asset value of Investor B shares, held during the period in
accounts for which PSI provided services under such Dealer Agreement. BISYS is
compensated by the Company in an amount equal to its payments to PSI under the
Dealer Agreement. For the fiscal year ended December 31, 1996, PSI received from
BISYS, with respect to Investor A shares of the Company, $16,891, and, with
respect to the Company's Investor B shares, $120,364, pursuant to the terms of
the Dealer Agreement.
12
<PAGE> 15
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth certain information as of June 6, 1997, for
the Money Market Fund, the Income Fund, the Ohio Tax-Free Fund, the Balanced
Fund, the Income Equity Fund, the Large Company Fund, and the Stock Appreciation
Fund, with respect to each person or group known by the Company to be the
beneficial owner of more than 5% of any class of the Company's outstanding
voting securities:
<TABLE>
<CAPTION>
AMOUNT AND
NAME AND ADDRESS OF NATURE OF THE PERCENT
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ------------------------------ ------------------------------ -------------------- ----------
<S> <C> <C> <C>
Investor A Shares of The Provident Bank 116,232,151 70.43%
the Money Market Fund P.O. Box 691198
Cincinnati, OH 45269-1198
Investor A Shares of The Provident Bank 2,515,060 47.48%
the Income Fund 1 East Fourth Street
Cincinnati, OH 45202
The Provident Bank 368,619 6.96%
Trust Department
Employee Benefit Plan
P.O. Box 691198
Cincinnati, OH 45269-1198
The Provident Bank 1,969,983(1) 37.19%
Trust Department
P.O. Box 691198
Cincinnati, OH 45269-1198
Provident Bank TTEE FBO 356,641 6.73%
Provident Bancorp 401(k)
Equity
P.O. Box 691198
Cincinnati, OH 45269-1198
Investor B Shares of The Fifth Third Bank Trustee 24,750 17.73%
the Income Fund FBO Cincinnati
Institute of Fine Arts
P.O. Box 630074
Cincinnati, OH 45263
Investor A Shares of The Provident Bank Trust 731,219(1) 98.32%
the Ohio Tax-Free Bond Fund Department
P.O. Box 691198
Cincinnati, OH 45269-1198
Investor A Shares of The Provident Bank 111,190 14.08%
the Balanced Fund Trust Department
Employee Benefit Plan
P.O. Box 691198
Cincinnati, OH 45269-1198
Provident Bank TTEE 178,907(1) 22.66%
FBO Provident Bancorp
401(k) Equity
P.O. Box 691198
Cincinnati, OH 45269-1198
</TABLE>
13
<PAGE> 16
<TABLE>
<CAPTION>
AMOUNT AND
NAME AND ADDRESS OF NATURE OF THE PERCENT
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ------------------------------ ------------------------------ -------------------- ----------
<S> <C> <C> <C>
Investor A Shares The Chase Manhattan Bank 2,573,817 42.20%
of the Income Equity Fund as Trustee for
The General Cable Corporation
4 Tesseneer Drive
Highland Heights, KY 41076
Provident Bank TTEE FBO 467,114 7.66%
Provident Bancorp 401(k)
Equity
P.O. Box 691198
Cincinnati, OH 45269-1198
The Provident Bank 402,754 6.60%
Trust Department
Employee Benefit Plan
P.O. Box 691198
Cincinnati, OH 45269-1198
Investor A Shares The Provident Bank Trust 2,566,944(1) 99.22%
of the Large Company Fund Department
P. O. Box 691198
Cincinnati, OH 45269-1198
</TABLE>
- ---------------
(1) The designated beneficial owner possesses on behalf of its underlying
accounts voting or investment power with respect to these shares.
As of June 6, 1997, the Directors and officers of the Company as a group
owned beneficially fewer than 1% of the outstanding Shares of the Company or of
any of the current Portfolios.
SHAREHOLDER PROPOSALS
Any shareholder proposal intended to be presented at any future Meeting of
Shareholders must be received by the Company at its principal office a
reasonable time before the Company's solicitation of proxies for such meeting in
order for such proposal to be considered for inclusion in the Company's Proxy
Statement and form or forms of Proxy relating to such meeting.
ADDITIONAL INFORMATION
With respect to the actions to be taken by the shareholders of the Company
on the matters described in this Proxy Statement, (i) the presence in person or
by proxy of shareholders entitled to cast one-third of the shares of capital
stock of the Company entitled to be cast at the Meeting on a particular matter
shall constitute a quorum for purposes of voting upon such matters at the
Meeting, provided that no action required by law or the Company's Articles of
Incorporation to be taken by the holders of a designated proportion of Shares
may be authorized or taken by a lesser proportion; and (ii) abstentions and
broker non-votes, as described below, shall be treated as votes present for
purposes of determining whether a quorum exists, and for purposes of determining
whether an issue has been approved, abstentions and broker non-votes are treated
as against votes. As used above, broker non-votes are Shares for which a broker
holding such Shares for a beneficial owner has not received instructions from
the beneficial owner and may not exercise discretionary voting power with
respect thereto, although such broker may have been able to vote such Shares on
other matters at the Meeting for which it has discretionary authority or
instructions from the beneficial owner. The Company will bear all costs in
connection with the solicitation of proxies from shareholders of the current
Portfolios.
By Order of the Directors
C. David Bunstine, Secretary
June 18, 1997
14
<PAGE> 17
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
Agreement and Plan of Reorganization and Liquidation ("Agreement") dated as
of March 21, 1997, by and between The Riverfront Funds, Inc., a Maryland
corporation ("Company") and The Riverfront Funds, an Ohio business trust
("Trust")
WHEREAS, Company is registered under the Investment Company Act of 1940, as
amended ("1940 Act") as an open-end investment company of the management type
and has issued and outstanding shares of capital stock, par value $.001, of the
following seven series: The Riverfront U.S. Government Securities Money Market
Fund ("Company Money Market Fund"), The Riverfront U.S. Government Income Fund
("Company Government Income Fund"), The Riverfront Income Equity Fund ("Company
Income Equity Fund"), The Riverfront Ohio Tax-Free Bond Fund ("Company Tax-Free
Bond Fund"), The Riverfront Balanced Fund ("Company Balanced Fund"), The
Riverfront Stock Appreciation Fund ("Company Stock Appreciation Fund") and The
Riverfront Large Company Select Fund ("Company Large Company Select Fund," and,
together with each of the Company's other six series described above, the
"Acquired Series"); and
WHEREAS, On or before the Exchange Date (as defined below) Trust is
expected to become registered under the 1940 Act as an open-end investment
company of the management type, and is expected to have issued and outstanding a
nominal number of shares of beneficial interest, without par value, of the
following seven series: The Riverfront U.S. Government Securities Money Market
Fund ("Trust Money Market Fund"), The Riverfront U.S. Government Income Fund
("Trust Government Income Fund"), The Riverfront Income Equity Fund ("Trust
Income Equity Fund"), The Riverfront Ohio Tax-Free Bond Fund ("Trust Tax-Free
Bond Fund"), The Riverfront Balanced Fund ("Trust Balanced Fund"), The
Riverfront Small Company Select Fund ("Trust Small Company Select Fund") and The
Riverfront Large Company Select Fund ("Trust Large Company Select Fund," and,
together with each of the Trust's other six series described above, the
"Acquiring Series"); and
WHEREAS, Each of the Company and the Trust has authorized the issuance of
two classes of shares, Investor A Shares and Investor B Shares, each series of
Company other than Company Money Market Fund has issued and outstanding both
Investor A Shares and Investor B Shares, each series of Trust other than Trust
Money Market Fund, on or before the Valuation Time (as defined below), is
expected to have issued and outstanding a nominal number of both Investor A
Shares and Investor B Shares, Company Money Market Fund has issued and
outstanding Investor A Shares only, and Trust Money Market Fund, on or before
the Valuation Time (as defined below), is expected to have issued and
outstanding a nominal number of Investor A Shares only; and
WHEREAS, Each of the Acquired Series plans to transfer all assets belonging
to such series, and to assign all of the liabilities belonging to such series,
to the corresponding Acquiring Series, in exchange for Investor A Shares and
Investor B Shares (Investor A Shares only in the case of Trust Money Market
Fund) of the corresponding Acquiring Series ("Acquiring Series Shares"),
followed by the constructive distribution of the Acquiring Series Shares by each
Acquired Series to the shareholders of the Acquired Series in connection with
the dissolution of the Company and the Acquired Series, all upon the terms and
provisions of this Agreement (individually and together, the "Reorganization");
and
WHEREAS, The Acquired Series and the Acquiring Series correspond to one
another as follows: Company Money Market Fund corresponds to Trust Money Market
Fund, Company Government Income Fund corresponds to Trust Government Income
Fund, Company Income Equity Fund corresponds to Trust Income Equity Fund,
Company Tax-Free Bond Fund corresponds to Trust Tax-Free Bond Fund, Company
Balanced Fund corresponds to Trust Balanced Fund, Company Stock Appreciation
Fund corresponds to Trust Small Company Select Fund and Company Large Company
Select Fund corresponds to Trust Large Company Select Fund; and
A-1
<PAGE> 18
WHEREAS, This Agreement is intended to be and is adopted as a plan of
reorganization and liquidation within the meaning of Section 368(a)(1) of the
United States Internal Revenue Code of 1986, as amended (the "Code") for each
Acquired Series and its corresponding Acquiring Series; and
WHEREAS, The Board of Directors of the Company has determined that the
Reorganization is in the best interests of Company, and that the interests of
its shareholders will not be diluted as a result thereof; and
WHEREAS, The Trustee of the Trust has determined that the Reorganization is
in the best interests of the Trust and that the interests of its shareholders
will not be diluted as a result thereof;
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties hereto covenant and agree as follows:
1. Plan of Reorganization and Liquidation
(a) Sale of Assets, Assumption of Liabilities. Subject to the prior
approval of shareholders of Company and to the other terms and conditions
contained herein (including the condition that each Acquired Series shall
distribute to its shareholders all of its investment company taxable income
and net capital gain as described in Section 9(h) herein), Company agrees
to assign, convey, transfer and deliver to the Acquiring Series, and the
Acquiring Series agree to acquire from Company on the Exchange Date (as
defined below), all of the Investments (as defined below), cash and other
assets of Company in exchange for that number of full and fractional
Acquiring Series Shares of the Acquiring Series having an aggregate net
asset value equal to the value of all assets of Company transferred to the
Acquiring Series, as provided in Section 4, less the liabilities of Company
assumed by the Acquiring Series.
(b) Assets Acquired. The assets to be acquired by the Acquiring Series
from Company shall consist of all of Company's property, including, without
limitation, all Investments (as defined below), cash and dividends or
interest receivables which are owned by Company and any deferred or prepaid
expenses shown as an asset on the books of Company as of the Valuation Time
described in Section 4.
(c) Liabilities Assumed. Prior to the Exchange Date Company will
endeavor to discharge or cause to be discharged, or make provision for the
payment of, all of its known liabilities and obligations. The Acquiring
Series shall assume all liabilities, expenses, costs, charges and reserves
of Company, contingent or otherwise, including liabilities reflected in the
unaudited statement of assets and liabilities of Company as of the
Valuation Time, prepared by or on behalf of Company in accordance with
generally accepted accounting principles consistently applied from and
after December 31, 1996, and including all liabilities of the Company under
its registration statement on Form N-1A filed with the Securities and
Exchange Commission ("Commission") under the Securities Act of 1933, as
amended ("1933 Act").
(d) Matters Regarding Trust. To the extent deemed necessary and
appropriate, immediately upon delivery to the Company of the Acquiring
Series Shares, the Company, as the then sole shareholder of the Trust,
shall (1) elect as trustees of the Trust the persons then serving as
directors of the Company, and (2) approve or disapprove (i) a separate
Investment Advisory Agreement between the Trust and The Provident Bank
("Provident") with respect to each of the Acquiring Series, (ii) a separate
Sub-Investment Advisory Agreement between Provident and DePrince, Race &
Zollo, Inc. with respect to the Trust Income Equity Fund, (iii) the
independent accountants who currently serve in that capacity for the
Company, and (iv) such other matters as deemed necessary and appropriate,
voting in the same manner as the shareholders of the Acquired Series have
voted in connection with the Agreement.
(e) Liquidation and Dissolution. Upon consummation of the transactions
described in Section 1(a), 1(b), 1(c) and 1(d) above, Company shall
constructively distribute in complete liquidation to its shareholders of
record as of the Exchange Date the Acquiring Series Shares received by it,
each Company shareholder of record being entitled constructively to receive
that number and class of Acquiring Series Shares equal to the proportion
which the number and class of shares of capital stock, par value $.001, of
Company held by such shareholder bears to the total number and class of
such shares of Company outstanding on such date, and shall take such
further action as may be required, necessary or appropriate under Company's
Articles of Incorporation, Maryland law and the Code to effect the
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<PAGE> 19
complete liquidation and dissolution of Company. Company will fulfill all
reporting requirements under the 1940 Act, both before and after the
Reorganization.
2. Representations, Warranties and Agreements of Company. Company
represents and warrants to and agrees with Trust and the Acquiring Series that:
(a) Company is a corporation validly existing under the laws of the
State of Maryland and has power to own all of its properties and assets and
to carry out its obligations under this Agreement.
(b) Company is registered under the 1940 Act as an open-end investment
company of the management type, and such registration has not been revoked
or rescinded and is in full force and effect. Company has elected to
qualify and has qualified, or intends to elect and qualify, each of the
Acquired Series as a regulated investment company under Part I of
Subchapter M of the Code as of and since its first taxable year, and each
such Acquired Series qualifies, or intends to elect and qualify, and
intends to continue to qualify as a regulated investment company for its
taxable year ending upon its liquidation. Each Acquired Series has been a
regulated investment company under such sections of the Code, or intends to
elect and qualify, at all times since its inception.
(c) The statements of assets and liabilities, including the schedules
of portfolio investments as of December 31, 1996, and the related
statements of operations for the year then ended, and statements of changes
in net assets for each of the two years in the period then ended, for
Company, such statements (for periods after December 31, 1994) having been
audited by Ernst & Young LLP, independent auditors of Company, have been
furnished to Trust. Such statements of assets and liabilities fairly
present the financial position of Company as of such date and such
statements of operations and changes in net assets fairly reflect the
results of operations and changes in net assets for the periods covered
thereby in conformity with generally accepted accounting principles, and
there are no known material liabilities of Company as of such dates which
are not disclosed therein.
(d) The Prospectus of Company dated January 2, 1997 (the "Company
Prospectus") and its related Statement of Additional Information dated
January 2, 1997, in the forms filed under the 1933 Act with the Commission
and previously furnished to Trust, did not as of their date and do not as
of the date hereof contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make
the statements therein not misleading.
(e) Except as may have been previously disclosed to Trust, there are
no material legal, administrative or other proceedings pending or, to the
knowledge of Company, threatened against Company.
(f) There are no material contracts outstanding to which Company is a
party, other than as disclosed in the Company Prospectus and the
corresponding Statement of Additional Information, and there are no such
contracts or commitments (other than this Agreement) which will be
terminated with liability to Company on or prior to the Exchange Date.
(g) Company has no known liabilities of a material nature, contingent
or otherwise, other than those shown as belonging to it on its statements
of assets and liabilities at December 31, 1996 and those incurred in the
ordinary course of Company's business as an investment company since that
date.
(h) As used in this Agreement, the term "Investments" shall mean
Company's investments shown on the statements of assets and liabilities at
December 31, 1996 referred to in Section 2(g) hereof, as supplemented with
such changes as Company shall make after December 31, 1996 in the ordinary
course of its business.
(i) Company has filed or will file all federal and state tax returns
which, to the knowledge of Company's officers, are required to be filed by
Company and has paid or will pay all federal and state taxes shown to be
due on said returns or on any assessments received by Company. All tax
liabilities of Company have been adequately provided for on its books, and
no tax deficiency or liability of Company has been asserted, and no
question with respect thereto has been raised, by the Internal Revenue
Service or by any state or local tax authority for taxes in excess of those
already paid.
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<PAGE> 20
(j) As of both the Valuation Time and the Exchange Date and except for
shareholder approval and otherwise as described in Section 2(1), Company
will have full right, power and authority to assign, transfer and deliver
the Investments and any other of its assets and liabilities to be
transferred to Trust and the Acquiring Series pursuant to this Agreement.
On the Exchange Date, subject only to the delivery of the Investments and
any such other assets and liabilities as contemplated by this Agreement,
Trust and the Acquiring Series will acquire the Investments and any such
other assets subject to no encumbrances, liens or security interests in
favor of any third party creditor of Company and, except as described in
Section 2(k), without any restrictions upon the transfer thereof.
(k) No registration under the 1933 Act of any of the Investments would
be required if they were, as of the time of such transfer, the subject of a
public distribution by either of Company or Trust, except as previously
disclosed to Trust by Company prior to the date hereof.
(l) No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by Company of the
transactions contemplated by this Agreement, except such as may be required
under the 1933 Act, Securities Exchange Act of 1934, as amended (the "1934
Act"), or 1940 Act, state securities or blue sky laws (which term as used
herein shall include the laws of the District of Columbia and of Puerto
Rico) or state corporation laws.
(m) The Company will call a Special Meeting of Shareholders ("Special
Meeting") to consider and act upon this Agreement, the Reorganization and
related matters. In connection with such meeting, the Company will solicit
proxies from its shareholders pursuant to proxy solicitation materials
complying in all material respects with the 1934 Act and the Rules and
Regulations of the Commission thereunder ("1934 Act Regulations") and the
1940 Act and the Rules and Regulations of the Commission thereunder ("1940
Act Regulations").
(n) The Company will notify the Commission that the Trust will adopt
and succeed to the Company's existing registration statement on Form N-1A
(the "Registration Statement") under the 1933 Act with respect to the
shares of the Acquired Series. At the time the adoption of such
Registration Statement becomes effective, the Registration Statement (i)
will comply in all material respects with the provisions of the 1933 Act
and the Rules and Regulations of the Commission thereunder (the
"Regulations") and (ii) will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and at the time
Registration Statement becomes effective, at the time of the Special
Meeting and on the Exchange Date (as defined below) the Company Prospectus
and Statement of Additional Information, as amended or supplemented by any
amendments or supplements filed by the Company, will not contain an untrue
statement of a material fact or omit to state a material fact necessary to
make the statements therein, in the light of the circumstances under which
they were made, not misleading.
3. Representations, Warranties and Agreements of Trust. Trust represents
and warrants to and agrees with Company that:
(a) Trust is a business trust validly existing under the laws of the
State of Ohio and has power to carry on its business as it is now being
conducted and to carry out its obligations under this Agreement.
(b) On the Exchange Date and upon adopting and succeeding to the
Registration Statement the Trust will be registered under the 1940 Act as
an open-end investment company of the management type. The Acquiring Series
expect to qualify as regulated investment companies under Part I of
Subchapter M of the Code.
(c) The Acquiring Series will have no assets or liabilities as of the
Valuation Time.
(d) There are no material legal, administrative or other proceedings
pending or, to the knowledge of Trust or its Acquiring Series, threatened
against Trust or the Acquiring Series, which assert liability on the part
of Trust or the Acquiring Series.
(e) There are no material contracts outstanding to which Trust or the
Acquiring Series is a party, other than this Agreement and material
contracts disclosed in the Registration Statement.
A-4
<PAGE> 21
(f) The Trust and the Acquiring Series will file all federal and state
tax returns which, to the knowledge of Trust's officers, are required to be
filed by Trust and the Acquiring Series and will pay all federal and state
taxes shown to be due on such returns or on any assessments received by
Trust of the Acquiring Series.
(g) No consent, approval, authorization or order of any governmental
authority is required for the consummation by Trust or the Acquiring Series
of the transactions contemplated by this Agreement, except such as may be
required under the 1933 Act, 1934 Act, 1940 Act, state securities or blue
sky laws or state business trust laws.
(h) As of both the Valuation Time and the Exchange Date and otherwise
as described in Section 3(g), Trust and the Acquiring Series will have full
right, power and authority to acquire the Investments and any other assets
and assume the liabilities of Company to be transferred to the Acquiring
Series pursuant to this Agreement.
(i) In connection with the Reorganization, the Trust will adopt and
succeed to the Registration Statement. At the time the Registration
Statement becomes effective, the Registration Statement (i) will comply in
all material respects with the provisions of the 1933 Act and the
Regulations and (ii) will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and at the time
the Registration Statement becomes effective, at the time of the Special
Meeting and on the Exchange Date (as defined below) the Company Prospectus
and Statement of Additional Information, as amended or supplemented by any
amendments or supplements filed by the Company, will not contain an untrue
statement of a material fact or omit to state a material fact necessary to
make the statements therein, in the light of the circumstances under which
they were made, not misleading.
(j) The Trust has no plan or intention to issue additional Trust
shares following the Reorganization except for shares issued in the
ordinary course of the Trust's business as an open-end investment company;
nor does the Trust have any plan or intention to redeem or otherwise
reacquire any Trust shares issued to Company shareholders pursuant to the
Reorganization, other than through redemptions arising in the ordinary
course of that business. The Trust will actively continue the Company's
business in the same manner that the Company conducted it immediately
before the Reorganization and has no plan or intention to sell or otherwise
dispose of any of the assets to be acquired by the Trust in the
Reorganization, except for dispositions made in the ordinary course of its
business and dispositions necessary to maintain the status of each
Acquiring Series as a regulated investment company under Subchapter M of
the Code.
(k) The Acquiring Series Shares to be issued by Trust have been duly
authorized and when issued and delivered by Trust to Company pursuant to
this Agreement will be legally and validly issued by Trust and will be
fully paid and nonassessable, and no shareholder of Trust will have any
preemptive right of subscription or purchase in respect thereof.
(l) The issuance of Acquiring Series Shares pursuant to this Agreement
will be in compliance with all applicable federal and state securities
laws.
(m) Each Acquiring Series, upon filing of its first income tax return
at the completion of its first taxable year, will elect to be a regulated
investment company and until such time will take all steps necessary to
ensure its qualification as a regulated investment company.
4. Exchange Date; Valuation Time. On the Exchange Date, Trust will deliver
to Company a number of Acquiring Series Shares having an aggregate net asset
value equal to the value of the assets of Company acquired by the Acquiring
Series, less the value of the liabilities of Company assumed, determined as
hereafter provided in this Section 4.
(a) The net assets of Company and each Acquired Series will be
computed as of the Valuation Time, using the valuation procedures set forth
in the Company Prospectus.
A-5
<PAGE> 22
(b) The net asset value of each of the Acquiring Series Shares will be
determined to the nearest full cent as of the Valuation Time, and shall be
set at the net asset value per share of the corresponding Acquired Series
as of the Valuation Time.
(c) The Valuation Time shall be 4:00 P.M., Eastern Standard Time, on
June 27, 1997, or such earlier or later day as may be mutually agreed upon
in writing by the parties hereto (the "Valuation Time").
(d) The Acquiring Series shall issue its Acquiring Series Shares to
Company on one share deposit receipt registered in the name of Company.
Company shall constructively distribute in liquidation the Acquiring Series
Shares received by it hereunder pro rata to its shareholders by
redelivering such share deposit receipt to Trust's transfer agent, which
will as soon as practicable make such modifications to the accounts for
each Trust shareholder as may be necessary and appropriate.
(e) The Acquiring Series shall assume all liabilities of Company,
whether accrued or contingent, described in subsection 1(c) hereof in
connection with the acquisition of assets and subsequent dissolution of
Company or otherwise, except that recourse for assumed liabilities relating
to an Acquired Series shall be limited to the corresponding Acquiring
Series.
5. Expenses, Fees, etc. Each of Company and Trust shall be responsible for
its respective fees and expenses of the Reorganization. The Trust will be
responsible for its organization costs. Company will be responsible for proxy
solicitation and other costs associated with the Special Meeting.
6. Exchange Date. Delivery of the assets of Company to be transferred,
assumption of the liabilities of Company to be assumed, and the delivery of
Acquiring Series Shares to be issued shall be made at the offices of the
Company, 309 Vine Street, Cincinnati, Ohio at 9:00 A.M. on June 30, 1997, or at
such other time, date, and location agreed to by Company and Trust, the date and
time upon which such delivery is to take place being referred to herein as the
"Exchange Date."
7. Special Meeting of Shareholders; Dissolution.
(a) Company agrees to call a Special Meeting of its shareholders as
soon as is practicable for the purpose of considering the transfer of all
of the assets of Company to, and the assumption of all of the liabilities
of Company by, the Acquiring Series as herein provided, authorizing and
approving this Agreement, and authorizing and approving the liquidation and
dissolution of Company, and it shall be a condition to the obligations of
each of the parties hereto that the holders of capital stock, par value
$.001, of Company shall have approved this Agreement, and the transactions
contemplated herein, including the liquidation and dissolution of Company,
in the manner required by law and Company's Articles of Incorporation at
such a meeting on or before the Valuation Time.
(b) Company agrees that the liquidation and dissolution of Company
will be effected in the manner provided in Company's Articles of
Incorporation and in accordance with applicable law, and that it will not
make any constructive distribution of any Acquiring Series Shares to the
shareholders of Company without first paying or adequately providing for
the payment of all of Company's known debts, obligations and liabilities.
(c) Each of Company and Trust will cooperate with the other, and each
will furnish to the other the information relating to itself required by
the 1934 Act and 1940 Act and the rules and regulations thereunder to be
set forth in the proxy solicitation materials to be prepared by Company and
utilized in connection with the Special Meeting.
8. Conditions of Company's Obligations. The obligations of Company
hereunder shall be subject to the following conditions:
(a) This Agreement shall have been authorized and the transactions
contemplated hereby, including the liquidation and dissolution of Company,
shall have been approved by the directors and shareholders of Company in
the manner required by law.
A-6
<PAGE> 23
(b) Trust shall have executed and delivered to Company an Assumption
of Liabilities dated as of the Exchange Date pursuant to which the
Acquiring Series will assume all of the liabilities, expenses, costs,
charges and reserves of Company, contingent or otherwise, including
liabilities existing at the Valuation Time and described in Section 1(c)
hereof in connection with the transactions contemplated by this Agreement;
provided that recourse for assumed liabilities relating to an Acquired
Series shall be limited to the corresponding Acquiring Series.
(c) As of the Valuation Time and as of the Exchange Date, all
representations and warranties of Trust made in this Agreement are true and
correct in all material respects as if made at and as of such dates, Trust
and the Acquiring Series have complied with all of the agreements and
satisfied all of the conditions on their part to be performed or satisfied
at or prior to each of such dates, and Trust shall have furnished to
Company a statement, dated the Exchange Date, signed by Trust's President
(or any Vice President) and Treasurer (or other financial officer)
certifying those facts as of such dates.
(d) There shall not be any material litigation pending or overtly
threatened with respect to the matters contemplated by this Agreement.
(e) Company shall have received an opinion of Baker & Hostetler LLP,
in form reasonably satisfactory to Company and dated the Exchange Date, to
the effect that (i) Trust is a business trust validly existing under the
laws of the State of Ohio, (ii) the Acquiring Series Shares to be delivered
to Company as provided for by this Agreement are duly authorized and upon
such delivery will be validly issued and will be fully paid and
nonassessable by Trust and no shareholder of Trust has any preemptive right
to subscription or purchase in respect thereof, (iii) this Agreement has
been duly authorized, executed and delivered by Trust, and assuming due
authorization, execution and delivery of this Agreement by Company, is a
valid and binding obligation of Trust enforceable in accordance with its
terms, except as the same may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of
creditors' rights generally and other equitable principles, (iv) the
execution and delivery of this Agreement did not, and the consummation of
the transactions contemplated hereby will not, violate Trust's Declaration
of Trust or its By-Laws or any provision of any agreement known to such
counsel to which Trust or the Acquiring Series is a party or by which it is
bound, (v) to the knowledge of such counsel no consent, approval,
authorization or order of any court or governmental authority is required
for the consummation by Trust or the Acquiring Series of the transactions
contemplated herein, except such as have been obtained under the 1933 Act,
1934 Act and 1940 Act and such as may be required under state securities or
blue sky laws or as may be required under state business trust laws. In
rendering such opinion Baker & Hostetler LLP may rely on certain reasonable
assumptions and certifications of fact received from Company, Trust and
certain of its shareholders.
(f) Company shall have received an opinion of Baker & Hostetler LLP
addressed to Company, Trust and each Acquiring Series and in a form
reasonably satisfactory to Company dated the Exchange Date, with respect to
the matters specified in Section 9(e) of this Agreement. In rendering such
opinion Baker & Hostetler LLP may rely on certain reasonable assumptions
and certifications of fact received from Company, Trust and certain of its
shareholders.
(g) All necessary proceedings taken by Trust in connection with the
transactions contemplated by this Agreement and all documents incidental
thereto reasonably shall be satisfactory in form and substance to Company
and Baker & Hostetler LLP.
(h) The Registration Statement shall have become effective under the
1933 Act and applicable Blue Sky provisions, and no stop order suspending
such effectiveness shall have been instituted or, to the knowledge of
Company, contemplated by the Commission or any state regulatory authority.
(i) Trust and Company shall have received from the Commission, if
necessary, a written order of exemption, satisfactory in form and substance
to Trust and Company, exempting the Reorganization from the provisions of
Section 17(a) of the 1940 Act.
(j) The Trust shall have authorized and entered into service provider
agreements, including an Investment Advisory Agreement and Distribution
Agreement, and adopted Distribution and Shareholder
A-7
<PAGE> 24
Service Plans and Agreements, identical in all material respects to those
entered into and adopted by the Company.
(k) The Trust shall have taken all necessary action so that it shall
be a registered open-end management investment company under the 1940 Act.
9. Conditions of Trust's Obligations. The obligations of Trust and the
Acquiring Series hereunder shall be subject to the following conditions:
(a) This Agreement shall have been authorized and the transactions
contemplated hereby, including the liquidation and dissolution of Company,
shall have been approved by the directors and shareholders of Company in
the manner required by law.
(b) As of the Valuation Time and as of the Exchange Date, all
representations and warranties of Company made in this Agreement are true
and correct in all material respects as if made at and as of such dates,
Company has complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied at or prior to each of
such dates, and Company shall have furnished to Trust a statement, dated
the Exchange Date, signed by Company's President (or any Vice President)
and Treasurer (or other financial officer) certifying those facts as of
such dates.
(c) There shall not be any material litigation pending or overtly
threatened with respect to the matters contemplated by this Agreement.
(d) Trust shall have received an opinion of Baker & Hostetler LLP, in
form reasonably satisfactory to Trust and dated the Exchange Date, to the
effect that (i) Company is a corporation validly existing under the laws of
the State of Maryland, (ii) this Agreement has been duly authorized,
executed and delivered by Company and, assuming due authorization,
execution and delivery of this Agreement by Trust, is a valid and binding
obligation of Company, enforceable in accordance with its terms, except as
the same may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting the enforcement of creditors' rights generally and
other equitable principles, (iii) Company has power to assign, convey,
transfer and deliver the Investments and other assets contemplated hereby
and, upon consummation of the transactions contemplated hereby in
accordance with the terms of this Agreement, Company will have duly
assigned, conveyed, transferred and delivered such Investments and other
assets to Trust, (iv) the execution and delivery of this Agreement did not
and the consummation of the transactions contemplated hereby will not,
violate Company's Articles of Incorporation or its By-Laws, as amended, or
any provision of any agreement known to such counsel to which Company is a
party or by which it is bound, and (v) to the knowledge of such counsel no
consent, approval, authorization or order of any court or governmental
authority is required for the consummation by Company of the transactions
contemplated herein, except such as have been obtained under the 1933 Act,
1934 Act and 1940 Act and such as may be required under state securities or
blue sky laws or state corporation laws. In rendering such opinion, Baker &
Hostetler LLP may rely upon certain reasonable and customary assumptions
and certifications of fact received from Trust, Company and certain of its
shareholders.
(e) Trust shall have received an opinion of Baker & Hostetler LLP,
addressed to Trust, each Acquiring Series and Company, in form reasonably
satisfactory to Trust and dated the Exchange Date, to the effect that for
Federal income tax purposes (i) the transfer of all or substantially all of
Acquired Series' assets in exchange for the Acquiring Series Shares and the
assumption by the Acquiring Series of liabilities of Acquired Series will
constitute a "reorganization" within the meaning of Section 368(a) of the
Code, and each of the Acquiring Series and Acquired Series is a "party to a
reorganization" within the meaning of Section 368(b) of the Code; (ii) no
gain or loss will be recognized by Acquired Series upon the transfer of the
assets of the Acquiring Series in exchange for Acquiring Series Shares and
the assumption by the Acquiring Series of the liabilities of Acquired
Series or upon the constructive distribution of Acquiring Series Shares by
Acquired Series to its shareholders in liquidation; (iii) no gain or loss
will be recognized by the shareholders of Acquired Series upon the exchange
of their shares for Acquiring Series Shares, (iv) the basis of the
Acquiring Series Shares an Acquired Series shareholder receives in
connection with the Reorganization will be the same as the basis of his or
her shares
A-8
<PAGE> 25
exchanged therefor; (v) an Acquired Series shareholder's holding period for
his or her Acquiring Series Shares will be determined by including the
period for which he or she held Acquired Series shares exchanged therefor,
provided that he or she held such shares as capital assets; (vi) no gain or
loss will be recognized by the Acquiring Series upon the receipt of the
assets of the corresponding Acquired Series in exchange for Acquiring
Series Shares and the assumption by the Acquiring Series of the liabilities
of the corresponding Acquired Series (vii) the basis in the hands of the
Acquiring Series the assets of the corresponding Acquired Series
transferred to the Acquiring Series will be the same as the basis of the
assets in the hands of the corresponding Acquired Series immediately prior
to the transfer and (viii) the Acquiring Series' holding periods of the
assets of the corresponding Acquired Series will include the period for
which such assets of the corresponding Acquired Series were held by the
corresponding Acquired Series. In rendering such opinion, Baker & Hostetler
LLP may rely upon certain reasonable and customary assumptions and
certifications of fact received from Trust, Company, and certain of its
shareholders.
(f) The Registration Statement shall have become effective under the
1933 Act and applicable Blue Sky provisions, and no stop order suspending
such effectiveness shall have been instituted or, to the knowledge of
Trust, contemplated by the Commission or any state regulatory authority.
(g) All necessary proceedings taken by Company in connection with the
transactions contemplated by this Agreement and all documents incidental
thereto reasonably shall be satisfactory in form and substance to Trust and
Baker & Hostetler LLP.
(h) Prior to the Exchange Date, each Acquired Series shall have
declared a dividend or dividends which, together with all previous such
dividends, shall have the effect of distributing to its shareholders all of
its investment company taxable income for its taxable year ended December
31, 1996 and the short taxable year beginning on January 1, 1997 and ending
on the Valuation Time (computed without regard to any deduction for
dividends paid), and all of its net capital gain realized in its taxable
year ended December 31, 1996 and the short taxable year beginning January
1, 1997 and ending on the Valuation Time (after reduction for any capital
loss carryover).
(i) Company shall have duly executed and delivered to Trust a bill of
sale, assignment, certificate and other instruments of transfer ("Transfer
Documents") as Trust may deem necessary or desirable to transfer all of
Company's entire right, title and interest in and to the Investments and
all other assets of Company to the Acquiring Series.
(j) Trust and Company shall have received from the Commission, if
necessary, a written order of exemption, satisfactory in form and substance
to Trust and Company, exempting the Reorganization from the provisions of
Section 17(a) of the 1940 Act.
(k) The Trust shall have taken all necessary action so that it shall
be a registered open-end management investment company under the 1940 Act.
10. Termination. Trust and Company may, by mutual consent of their
respective trustees or directors, terminate this Agreement, and Trust or
Company, after consultation with counsel and by consent of their respective
trustees or directors or an officer authorized by such trustees or directors,
may, subject to Section 11 of this Agreement, waive any condition to their
respective obligations hereunder.
11. Sole Agreement; Governing Law; Amendments. This Agreement supersedes
all previous correspondence and oral communications between the parties
regarding the subject matter hereof, constitutes the only understanding with
respect to such subject matter and shall be construed in accordance with and
governed by the laws of the State of Ohio.
This Agreement may be amended, modified or supplemented in such manner as
may be mutually agreed upon in writing by the authorized officer of Trust and
Company; provided, however, that following the Special Meeting of Company's
shareholders called by Company pursuant to Section 7 of this Agreement, no such
amendment may have the effect of altering or changing the amount or kind of
shares received by Company, or altering or changing to any material extent the
amount or kind of liabilities assumed by Trust and the
A-9
<PAGE> 26
Acquiring Series, or altering or changing any other terms and conditions of the
Reorganization if any of the alterations or changes, alone or in the aggregate,
would materially adversely affect Company's shareholders without their further
approval.
This Agreement may be executed in any number of counterparts, each of
which, when executed and delivered, shall be deemed to be an original.
THE RIVERFRONT FUNDS, INC.
By /s/ STEPHEN G. MINTOS
------------------------------------
Stephen G. Mintos, President
THE RIVERFRONT FUNDS
By /s/ STEPHEN G. MINTOS
------------------------------------
Stephen G. Mintos, President
A-10
<PAGE> 27
THE RIVERFRONT FUNDS, INC.
PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735
THE RIVERFRONT FUNDS, INC.
U.S. GOVERNMENT SECURITIES MONEY MARKET FUND
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS OF THE COMPANY.
The undersigned hereby appoints Walter B. Grimm, C. David Bunstine and
Charles L. Booth and each of them, with full power of substitution, proxies to
vote & act with respect to all Shares of
U.S. GOVERNMENT SECURITIES MONEY MARKET FUND
(the "Fund"), a series of The Riverfront Funds, Inc. (the "Company"), which the
undersigned is entitled to vote, at the Special Meeting of Shareholders of the
Company to be held on Thursday, July 31, 1997, at 3435 Stelzer Road, Columbus,
Ohio 43219, at 10:00 A.M., EDST, and at any and all adjournments thereof, on
the following proposals and any other matters that may properly come before the
Meeting.
The Shares represented by this Proxy will be voted upon the proposals
listed below in accordance with the instruction given by the Shareholder, but if
no selections are made on the attached Proxy Card which has been properly
executed and returned, this Proxy will be voted FOR the proposals, including the
election of directors, and in accordance with the best judgment of the proxies
on any other matter which properly comes before the Meeting.
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders dated June 18, 1997, and the Proxy Statement attached
thereto.
Please mark, sign, date and return the proxy card
promptly using the enclosed envelope.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [ ] RIVERF KEEP THIS PORTION FOR YOUR RECORD
- --------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
- --------------------------------------------------------------------------------------------------------------------------
U.S. GOVERNMENT SECURITIES MONEY MARKET FUND
<S> <C> <C>
NOTE: Please sign legibly and exactly as name appears on this card.
Withhold
Vote on Directors For Authority For All To withhold authority to vote for any one or more
All For All Except: nominees, but less than all nominees, write the
nominees' names in the following space.
1. Walter B. Grimm, J. Virgil Early, [ ] [ ] [ ] -----------------------------------------------
William M. Higgins, and Harvey M. Salkin
Vote On Proposals For Against Abstain
2. Ratification of the selection of Ernst & Young LLP, independent public [ ] [ ] [ ]
accountants, as auditors to be employed by the Company for the fiscal
year ending December 31, 1997.
3. Approval of an Agreement and Plan of Reorganization and Liquidation [ ] [ ] [ ]
providing for the conversion of the Fund from a separate series of a
Maryland corporation to a separate series of an Ohio business trust.
</TABLE>
If Shares are registered in the name of joint owners, each must sign the
proxy. When signing as executor, administrator, attorney, trustee or guardian or
as custodian for a minor, please give full title as such. If a corporation,
please sign in full corporate name and indicate the signer's office. If a
partner, please sign in partnership name.
|----------------------------------------| |------------------------------|
| | | | | |
| | | | | |
|----------------------------------------| |------------------------------|
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
- --------------------------------------------------------------------------------
<PAGE> 28
THE RIVERFRONT FUNDS, INC.
PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735
THE RIVERFRONT FUNDS, INC.
U.S. GOVERNMENT INCOME FUND (INVESTOR A SHARES)
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS OF THE COMPANY.
The undersigned hereby appoints Walter B. Grimm, C. David Bunstine and
Charles L. Booth and each of them, with full power of substitution, proxies to
vote & act with respect to all Shares of
U.S. GOVERNMENT INCOME FUND (INVESTOR A SHARES)
(the "Fund"), a series of The Riverfront Funds, Inc. (the "Company"), which the
undersigned is entitled to vote, at the Special Meeting of Shareholders of the
Company to be held on Thursday, July 31, 1997, at 3435 Stelzer Road, Columbus,
Ohio 43219, at 10:00 A.M., EDST, and at any and all adjournments thereof, on
the following proposals and any other matters that may properly come before the
Meeting.
The Shares represented by this Proxy will be voted upon the proposals
listed below in accordance with the instruction given by the Shareholder, but if
no selections are made on the attached Proxy Card which has been properly
executed and returned, this Proxy will be voted FOR the proposals, including
the election of directors, and in accordance with the best judgment of the
proxies on any other matter which properly comes before the Meeting.
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders dated June 18, 1997, and the Proxy Statement attached
thereto.
Please mark, sign, date and return the proxy card
promptly using the enclosed envelope.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [ ] RIVERF KEEP THIS PORTION FOR YOUR RECORD
- --------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
- --------------------------------------------------------------------------------------------------------------------------
U.S. GOVERNMENT INCOME FUND (INVESTOR A SHARES)
<S> <C> <C>
NOTE: Please sign legibly and exactly as name appears on this card.
Withhold
Vote on Directors For Authority For All To withhold authority to vote for any one or more
All For All Except: nominees, but less than all nominees, write the
nominees' names in the following space.
1. Walter B. Grimm, J. Virgil Early, [ ] [ ] [ ] -----------------------------------------------
William M. Higgins, and Harvey M. Salkin
Vote On Proposals For Against Abstain
2. Ratification of the selection of Ernst & Young LLP, independent public [ ] [ ] [ ]
accountants, as auditors to be employed by the Company for the fiscal
year ending December 31, 1997.
3. Approval of an Agreement and Plan of Reorganization and Liquidation [ ] [ ] [ ]
providing for the conversion of the Fund from a separate series of a
Maryland corporation to a separate series of an Ohio business trust.
</TABLE>
If Shares are registered in the name of joint owners, each must sign the
proxy. When signing as executor, administrator, attorney, trustee or guardian or
as custodian for a minor, please give full title as such. If a corporation,
please sign in full corporate name and indicate the signer's office. If a
partner, please sign in partnership name.
|----------------------------------------| |------------------------------|
| | | | | |
| | | | | |
|----------------------------------------| |------------------------------|
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
- --------------------------------------------------------------------------------
<PAGE> 29
THE RIVERFRONT FUNDS, INC.
PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735
THE RIVERFRONT FUNDS, INC.
U.S. GOVERNMENT INCOME FUND (INVESTOR B SHARES)
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS OF THE COMPANY.
The undersigned hereby appoints Walter B. Grimm, C. David Bunstine and
Charles L. Booth and each of them, with full power of substitution, proxies to
vote & act with respect to all Shares of
U.S. GOVERNMENT INCOME FUND (INVESTOR B SHARES)
(the "Fund"), a series of The Riverfront Funds, Inc. (the "Company"), which the
undersigned is entitled to vote, at the Special Meeting of Shareholders of the
Company to be held on Thursday, July 31, 1997, at 3435 Stelzer Road, Columbus,
Ohio 43219, at 10:00 A.M., EDST, and at any and all adjournments thereof, on
the following proposals and any other matters that may properly come before the
Meeting.
The Shares represented by this Proxy will be voted upon the proposals
listed below in accordance with the instruction given by the Shareholder, but if
no selections are made on the attached Proxy Card which has been properly
executed and returned, this Proxy will be voted FOR the proposals, including the
election of directors, and in accordance with the best judgment of the proxies
on any other matter which properly comes before the Meeting.
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders dated June 18, 1997, and the Proxy Statement attached
thereto.
Please mark, sign, date and return the proxy card
promptly using the enclosed envelope.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [ ] RIVERF KEEP THIS PORTION FOR YOUR RECORD
- --------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
- --------------------------------------------------------------------------------------------------------------------------
U.S. GOVERNMENT INCOME FUND (INVESTOR B SHARES)
<S> <C> <C>
NOTE: Please sign legibly and exactly as name appears on this card.
Withhold
Vote on Directors For Authority For All To withhold authority to vote for any one or more
All For All Except: nominees, but less than all nominees, write the
nominees' names in the following space.
1. Walter B. Grimm, J. Virgil Early, [ ] [ ] [ ] -----------------------------------------------
William M. Higgins, and Harvey M. Salkin
Vote On Proposals For Against Abstain
2. Ratification of the selection of Ernst & Young LLP, independent public [ ] [ ] [ ]
accountants, as auditors to be employed by the Company for the fiscal
year ending December 31, 1997.
3. Approval of an Agreement and Plan of Reorganization and Liquidation [ ] [ ] [ ]
providing for the conversion of the Fund from a separate series of a
Maryland corporation to a separate series of an Ohio business trust.
</TABLE>
If Shares are registered in the name of joint owners, each must sign the
proxy. When signing as executor, administrator, attorney, trustee or guardian or
as custodian for a minor, please give full title as such. If a corporation,
please sign in full corporate name and indicate the signer's office. If a
partner, please sign in partnership name.
|----------------------------------------| |------------------------------|
| | | | | |
| | | | | |
|----------------------------------------| |------------------------------|
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
- --------------------------------------------------------------------------------
<PAGE> 30
THE RIVERFRONT FUNDS, INC.
PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735
THE RIVERFRONT FUNDS, INC.
OHIO TAX-FREE BOND FUND (INVESTOR A SHARES)
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS OF THE COMPANY.
The undersigned hereby appoints Walter B. Grimm, C. David Bunstine and
Charles L. Booth and each of them, with full power of substitution, proxies to
vote & act with respect to all Shares of
OHIO TAX-FREE BOND FUND (INVESTOR A SHARES)
(the "Fund"), a series of The Riverfront Funds, Inc. (the "Company"), which the
undersigned is entitled to vote, at the Special Meeting of Shareholders of the
Company to be held on Thursday, July 31, 1997, at 3435 Stelzer Road, Columbus,
Ohio 43219, at 10:00 A.M., EDST, and at any and all adjournments thereof, on
the following proposals and any other matters that may properly come before the
Meeting.
The Shares represented by this Proxy will be voted upon the proposals
listed below in accordance with the instruction given by the Shareholder, but
if no selections are made on the attached Proxy Card which has been properly
executed and returned, this Proxy will be voted FOR the proposals, including
the election of directors, and in accordance with the best judgment of the
proxies on any other matter which properly comes before the Meeting.
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders dated June 18, 1997, and the Proxy Statement attached
thereto.
Please mark, sign, date and return the proxy card
promptly using the enclosed envelope.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [ ] RIVERF KEEP THIS PORTION FOR YOUR RECORD
- --------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
- --------------------------------------------------------------------------------------------------------------------------
OHIO TAX-FREE BOND FUND (INVESTOR A SHARES)
<S> <C> <C>
NOTE: Please sign legibly and exactly as name appears on this card.
Withhold
Vote on Directors For Authority For All To withhold authority to vote for any one or more
All For All Except: nominees, but less than all nominees, write the
nominees' names in the following space.
1. Walter B. Grimm, J. Virgil Early, [ ] [ ] [ ] -----------------------------------------------
William M. Higgins, and Harvey M. Salkin
Vote On Proposals For Against Abstain
2. Ratification of the selection of Ernst & Young LLP, independent public [ ] [ ] [ ]
accountants, as auditors to be employed by the Company for the fiscal
year ending December 31, 1997.
3. Approval of an Agreement and Plan of Reorganization and Liquidation [ ] [ ] [ ]
providing for the conversion of the Fund from a separate series of a
Maryland corporation to a separate series of an Ohio business trust.
</TABLE>
If Shares are registered in the name of joint owners, each must sign the
proxy. When signing as executor, administrator, attorney, trustee or guardian or
as custodian for a minor, please give full title as such. If a corporation,
please sign in full corporate name and indicate the signer's office. If a
partner, please sign in partnership name.
|----------------------------------------| |------------------------------|
| | | | | |
| | | | | |
|----------------------------------------| |------------------------------|
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
- --------------------------------------------------------------------------------
<PAGE> 31
THE RIVERFRONT FUNDS, INC.
PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735
THE RIVERFRONT FUNDS, INC.
OHIO TAX-FREE BOND FUND (INVESTOR B SHARES)
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS OF THE COMPANY.
The undersigned hereby appoints Walter B. Grimm, C. David Bunstine and
Charles L. Booth and each of them, with full power of substitution, proxies to
vote & act with respect to all Shares of
OHIO TAX-FREE BOND FUND (INVESTOR B SHARES)
(the "Fund"), a series of The Riverfront Funds, Inc. (the "Company"), which the
undersigned is entitled to vote, at the Special Meeting of Shareholders of the
Company to be held on Thursday, July 31, 1997, at 3435 Stelzer Road, Columbus,
Ohio 43219, at 10:00 A.M., EDST, and at any and all adjournments thereof, on
the following proposals and any other matters that may properly come before the
Meeting.
The Shares represented by this Proxy will be voted upon the
proposals listed below in accordance with the instruction given by the
Shareholder, but if no selections are made on the attached Proxy Card, which
has been properly executed and returned, this Proxy will be voted FOR the
proposals, including the election of directors, and in accordance with the best
judgment of the proxies on any other matter which properly comes before the
Meeting.
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders dated June 18, 1997, and the Proxy Statement attached
thereto.
Please mark, sign, date and return the proxy card
promptly using the enclosed envelope.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [ ] RIVERF KEEP THIS PORTION FOR YOUR RECORD
- --------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
- --------------------------------------------------------------------------------------------------------------------------
OHIO TAX-FREE BOND FUND (INVESTOR B SHARES)
<S> <C> <C>
NOTE: Please sign legibly and exactly as name appears on this card.
Withhold
Vote on Directors For Authority For All To withhold authority to vote for any one or more
All For All Except: nominees, but less than all nominees, write the
nominees' names in the following space.
1. Walter B. Grimm, J. Virgil Early, [ ] [ ] [ ] -----------------------------------------------
William M. Higgins, and Harvey M. Salkin
Vote On Proposals For Against Abstain
2. Ratification of the selection of Ernst & Young LLP, independent public [ ] [ ] [ ]
accountants, as auditors to be employed by the Company for the fiscal
year ending December 31, 1997.
3. Approval of an Agreement and Plan of Reorganization and Liquidation [ ] [ ] [ ]
providing for the conversion of the Fund from a separate series of a
Maryland corporation to a separate series of an Ohio business trust.
</TABLE>
If Shares are registered in the name of joint owners, each must sign the
proxy. When signing as executor, administrator, attorney, trustee or guardian or
as custodian for a minor, please give full title as such. If a corporation,
please sign in full corporate name and indicate the signer's office. If a
partner, please sign in partnership name.
|----------------------------------------| |------------------------------|
| | | | | |
| | | | | |
|----------------------------------------| |------------------------------|
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
- --------------------------------------------------------------------------------
<PAGE> 32
THE RIVERFRONT FUNDS, INC.
PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735
THE RIVERFRONT FUNDS, INC.
BALANCED FUND (INVESTOR A SHARES)
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS OF THE COMPANY.
The undersigned hereby appoints Walter B. Grimm, C. David Bunstine and
Charles L. Booth and each of them, with full power of substitution, proxies to
vote & act with respect to all Shares of
BALANCED FUND (INVESTOR A SHARES)
(the "Fund"), a series of The Riverfront Funds, Inc. (the "Company"), which the
undersigned is entitled to vote, at the Special Meeting of Shareholders of the
Company to be held on Thursday, July 31, 1997, at 3435 Stelzer Road, Columbus,
Ohio 43219, at 10:00 A.M., EDST, and at any and all adjournments thereof, on
the following proposals and any other matters that may properly come before the
Meeting.
The Shares represented by this Proxy will be voted upon the proposals
listed below in accordance with the instruction given by the Shareholder, but
if no selections are made on the attached Proxy Card, which has been properly
executed and returned, this Proxy will be voted FOR the proposals, including
the election of directors, and in accordance with the best judgment of the
proxies on any other matter which properly comes before the Meeting.
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders dated June 18, 1997, and the Proxy Statement attached
thereto.
Please mark, sign, date and return the proxy card
promptly using the enclosed envelope.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [ ] RIVERF KEEP THIS PORTION FOR YOUR RECORD
- --------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
- --------------------------------------------------------------------------------------------------------------------------
BALANCED FUND (INVESTOR A SHARES)
<S> <C> <C>
NOTE: Please sign legibly and exactly as name appears on this card.
Withhold
Vote on Directors For Authority For All To withhold authority to vote for any one or more
All For All Except: nominees, but less than all nominees, write the
nominees' names in the following space.
1. Walter B. Grimm, J. Virgil Early, [ ] [ ] [ ] -----------------------------------------------
William M. Higgins, and Harvey M. Salkin
Vote On Proposals For Against Abstain
2. Ratification of the selection of Ernst & Young LLP, independent public [ ] [ ] [ ]
accountants, as auditors to be employed by the Company for the fiscal
year ending December 31, 1997.
3. Approval of an Agreement and Plan of Reorganization and Liquidation [ ] [ ] [ ]
providing for the conversion of the Fund from a separate series of a
Maryland corporation to a separate series of an Ohio business trust.
</TABLE>
If Shares are registered in the name of joint owners, each must sign the
proxy. When signing as executor, administrator, attorney, trustee or guardian or
as custodian for a minor, please give full title as such. If a corporation,
please sign in full corporate name and indicate the signer's office. If a
partner, please sign in partnership name.
|----------------------------------------| |------------------------------|
| | | | | |
| | | | | |
|----------------------------------------| |------------------------------|
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
- --------------------------------------------------------------------------------
<PAGE> 33
THE RIVERFRONT FUNDS, INC.
PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735
THE RIVERFRONT FUNDS, INC.
BALANCED FUND (INVESTOR B SHARES)
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS OF THE COMPANY.
The undersigned hereby appoints Walter B. Grimm, C. David Bunstine and
Charles L. Booth and each of them, with full power of substitution, proxies to
vote & act with respect to all Shares of
BALANCED FUND (INVESTOR B SHARES)
(the "Fund"), a series of The Riverfront Funds, Inc. (the "Company"), which the
undersigned is entitled to vote, at the Special Meeting of Shareholders of the
Company to be held on Thursday, July 31, 1997, at 3435 Stelzer Road, Columbus,
Ohio 43219, at 10:00 A.M., EDST, and at any and all adjournments thereof, on
the following proposals and any other matters that may properly come before the
Meeting.
The Shares represented by this Proxy will be voted upon the proposals
listed below in accordance with the instruction given by the Shareholder, but
if no selections are made on the attached Proxy Card, which has been properly
executed and returned, this Proxy will be voted FOR the proposals, including
the election of directors, and in accordance with the best judgment of the
proxies on any other matter which properly comes before the Meeting.
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders dated June 18, 1997, and the Proxy Statement attached
thereto.
Please mark, sign, date and return the proxy card
promptly using the enclosed envelope.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [ ] RIVERF KEEP THIS PORTION FOR YOUR RECORD
- --------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
- --------------------------------------------------------------------------------------------------------------------------
BALANCED FUND (INVESTOR B SHARES)
<S> <C> <C>
NOTE: Please sign legibly and exactly as name appears on this card.
Withhold
Vote on Directors For Authority For All To withhold authority to vote for any one or more
All For All Except: nominees, but less than all nominees, write the
nominees' names in the following space.
1. Walter B. Grimm, J. Virgil Early, [ ] [ ] [ ] -----------------------------------------------
William M. Higgins, and Harvey M. Salkin
Vote On Proposals For Against Abstain
2. Ratification of the selection of Ernst & Young LLP, independent public [ ] [ ] [ ]
accountants, as auditors to be employed by the Company for the fiscal
year ending December 31, 1997.
3. Approval of an Agreement and Plan of Reorganization and Liquidation [ ] [ ] [ ]
providing for the conversion of the Fund from a separate series of a
Maryland corporation to a separate series of an Ohio business trust.
</TABLE>
If Shares are registered in the name of joint owners, each must sign the
proxy. When signing as executor, administrator, attorney, trustee or guardian or
as custodian for a minor, please give full title as such. If a corporation,
please sign in full corporate name and indicate the signer's office. If a
partner, please sign in partnership name.
|----------------------------------------| |------------------------------|
| | | | | |
| | | | | |
|----------------------------------------| |------------------------------|
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
- --------------------------------------------------------------------------------
<PAGE> 34
THE RIVERFRONT FUNDS, INC.
PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735
THE RIVERFRONT FUNDS, INC.
INCOME EQUITY FUND (INVESTOR A SHARES)
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS OF THE COMPANY.
The undersigned hereby appoints Walter B. Grimm, C. David Bunstine and
Charles L. Booth and each of them, with full power of substitution, proxies to
vote & act with respect to all Shares of
INCOME EQUITY FUND (INVESTOR A SHARES)
(the "Fund"), a series of The Riverfront Funds, Inc. (the "Company"), which the
undersigned is entitled to vote, at the Special Meeting of Shareholders of the
Company to be held on Thursday, July 31, 1997, at 3435 Stelzer Road, Columbus,
Ohio 43219, at 10:00 A.M., EDST, and at any and all adjournments thereof, on
the following proposals and any other matters that may properly come before the
Meeting.
The Shares represented by this Proxy will be voted upon the proposals
listed below in accordance with the instruction given by the Shareholder, but
if no selections are made on the attached Proxy Card, which has been properly
executed and returned, this Proxy will be voted FOR the proposals, including
the election of directors, and in accordance with the best judgment of the
proxies on any other matter which properly comes before the Meeting.
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders dated June 18, 1997, and the Proxy Statement attached
thereto.
Please mark, sign, date and return the proxy card
promptly using the enclosed envelope.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [ ] RIVERF KEEP THIS PORTION FOR YOUR RECORD
- --------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
- --------------------------------------------------------------------------------------------------------------------------
INCOME EQUITY FUND (INVESTOR A SHARES)
<S> <C> <C>
NOTE: Please sign legibly and exactly as name appears on this card.
Withhold
Vote on Directors For Authority For All To withhold authority to vote for any one or more
All For All Except: nominees, but less than all nominees, write the
nominees' names in the following space.
1. Walter B. Grimm, J. Virgil Early, [ ] [ ] [ ] -----------------------------------------------
William M. Higgins, and Harvey M. Salkin
Vote On Proposals For Against Abstain
2. Ratification of the selection of Ernst & Young LLP, independent public [ ] [ ] [ ]
accountants, as auditors to be employed by the Company for the fiscal
year ending December 31, 1997.
3. Approval of an Agreement and Plan of Reorganization and Liquidation [ ] [ ] [ ]
providing for the conversion of the Fund from a separate series of a
Maryland corporation to a separate series of an Ohio business trust.
</TABLE>
If Shares are registered in the name of joint owners, each must sign the
proxy. When signing as executor, administrator, attorney, trustee or guardian or
as custodian for a minor, please give full title as such. If a corporation,
please sign in full corporate name and indicate the signer's office. If a
partner, please sign in partnership name.
|----------------------------------------| |------------------------------|
| | | | | |
| | | | | |
|----------------------------------------| |------------------------------|
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
- --------------------------------------------------------------------------------
<PAGE> 35
THE RIVERFRONT FUNDS, INC.
PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735
THE RIVERFRONT FUNDS, INC.
INCOME EQUITY FUND (INVESTOR B SHARES)
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS OF THE COMPANY.
The undersigned hereby appoints Walter B. Grimm, C. David Bunstine and
Charles L. Booth and each of them, with full power of substitution, proxies to
vote & act with respect to all Shares of
INCOME EQUITY FUND (INVESTOR B SHARES)
(the "Fund"), a series of The Riverfront Funds, Inc. (the "Company"), which the
undersigned is entitled to vote, at the Special Meeting of Shareholders of the
Company to be held on Thursday, July 31, 1997, at 3435 Stelzer Road, Columbus,
Ohio 43219, at 10:00 A.M., EDST, and at any and all adjournments thereof, on
the following proposals and any other matters that may properly come before the
Meeting.
The Shares represented by this Proxy will be voted upon the proposals
listed below in accordance with the instruction given by the Shareholder, but
if no selections are made on the attached Proxy Card, which has been properly
executed and returned, this Proxy will be voted FOR the proposals, including
the election of directors, and in accordance with the best judgment of the
proxies on any other matter which properly comes before the Meeting.
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders dated June 18, 1997, and the Proxy Statement attached
thereto.
Please mark, sign, date and return the proxy card
promptly using the enclosed envelope.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [ ] RIVERF KEEP THIS PORTION FOR YOUR RECORD
- --------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
- --------------------------------------------------------------------------------------------------------------------------
INCOME EQUITY FUND (INVESTOR B SHARES)
<S> <C> <C>
NOTE: Please sign legibly and exactly as name appears on this card.
Withhold
Vote on Directors For Authority For All To withhold authority to vote for any one or more
All For All Except: nominees, but less than all nominees, write the
nominees' names in the following space.
1. Walter B. Grimm, J. Virgil Early, [ ] [ ] [ ] -----------------------------------------------
William M. Higgins, and Harvey M. Salkin
Vote On Proposals For Against Abstain
2. Ratification of the selection of Ernst & Young LLP, independent public [ ] [ ] [ ]
accountants, as auditors to be employed by the Company for the fiscal
year ending December 31, 1997.
3. Approval of an Agreement and Plan of Reorganization and Liquidation [ ] [ ] [ ]
providing for the conversion of the Fund from a separate series of a
Maryland corporation to a separate series of an Ohio business trust.
</TABLE>
If Shares are registered in the name of joint owners, each must sign the
proxy. When signing as executor, administrator, attorney, trustee or guardian or
as custodian for a minor, please give full title as such. If a corporation,
please sign in full corporate name and indicate the signer's office. If a
partner, please sign in partnership name.
|----------------------------------------| |------------------------------|
| | | | | |
| | | | | |
|----------------------------------------| |------------------------------|
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
- --------------------------------------------------------------------------------
<PAGE> 36
THE RIVERFRONT FUNDS, INC.
PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735
THE RIVERFRONT FUNDS, INC.
LARGE COMPANY SELECT FUND (INVESTOR A SHARES)
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS OF THE COMPANY.
The undersigned hereby appoints Walter B. Grimm, C. David Bunstine and
Charles L. Booth and each of them, with full power of substitution, proxies to
vote & act with respect to all Shares of
LARGE COMPANY SELECT FUND (INVESTOR A SHARES)
(the "Fund"), a series of The Riverfront Funds, Inc. (the "Company"), which the
undersigned is entitled to vote, at the Special Meeting of Shareholders of the
Company to be held on Thursday, July 31, 1997, at 3435 Stelzer Road, Columbus,
Ohio 43219, at 10:00 A.M., EDST, and at any and all adjournments thereof, on
the following proposals and any other matters that may properly come before the
Meeting.
The Shares represented by this Proxy will be voted upon the proposals
listed below in accordance with the instruction given by the Shareholder, but
if no selections are made on the attached Proxy Card, which has been properly
executed and returned, this Proxy will be voted FOR the proposals, including
the election of directors, and in accordance with the best judgment of the
proxies on any other matter which properly comes before the Meeting.
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders dated June 18, 1997, and the Proxy Statement attached
thereto.
Please mark, sign, date and return the proxy card
promptly using the enclosed envelope.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [ ] RIVERF KEEP THIS PORTION FOR YOUR RECORD
- --------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
- --------------------------------------------------------------------------------------------------------------------------
LARGE COMPANY SELECT FUND (INVESTOR A SHARES)
<S> <C> <C>
NOTE: Please sign legibly and exactly as name appears on this card.
Withhold
Vote on Directors For Authority For All To withhold authority to vote for any one or more
All For All Except: nominees, but less than all nominees, write the
nominees' names in the following space.
1. Walter B. Grimm, J. Virgil Early, [ ] [ ] [ ] -----------------------------------------------
William M. Higgins, and Harvey M. Salkin
Vote On Proposals For Against Abstain
2. Ratification of the selection of Ernst & Young LLP, independent public [ ] [ ] [ ]
accountants, as auditors to be employed by the Company for the fiscal
year ending December 31, 1997.
3. Approval of an Agreement and Plan of Reorganization and Liquidation [ ] [ ] [ ]
providing for the conversion of the Fund from a separate series of a
Maryland corporation to a separate series of an Ohio business trust.
</TABLE>
If Shares are registered in the name of joint owners, each must sign the
proxy. When signing as executor, administrator, attorney, trustee or guardian or
as custodian for a minor, please give full title as such. If a corporation,
please sign in full corporate name and indicate the signer's office. If a
partner, please sign in partnership name.
|----------------------------------------| |------------------------------|
| | | | | |
| | | | | |
|----------------------------------------| |------------------------------|
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
- --------------------------------------------------------------------------------
<PAGE> 37
THE RIVERFRONT FUNDS, INC.
PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735
THE RIVERFRONT FUNDS, INC.
LARGE COMPANY SELECT FUND (INVESTOR B SHARES)
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS OF THE COMPANY.
The undersigned hereby appoints Walter B. Grimm, C. David Bunstine and
Charles L. Booth and each of them, with full power of substitution, proxies to
vote & act with respect to all Shares of
LARGE COMPANY SELECT FUND (INVESTOR B SHARES)
(the "Fund"), a series of The Riverfront Funds, Inc. (the "Company"), which the
undersigned is entitled to vote, at the Special Meeting of Shareholders of the
Company to be held on Thursday, July 31, 1997, at 3435 Stelzer Road, Columbus,
Ohio 43219, at 10:00 A.M., EDST, and at any and all adjournments thereof, on
the following proposals and any other matters that may properly come before the
Meeting.
The Shares represented by this Proxy will be voted upon the proposals
listed below in accordance with the instruction given by the Shareholder, but
if no selections are made on the attached Proxy Card, which has been properly
executed and returned, this Proxy will be voted FOR the proposals, including
the election of directors, and in accordance with the best judgment of the
proxies on any other matter which properly comes before the Meeting.
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders dated June 18, 1997, and the Proxy Statement attached
thereto.
Please mark, sign, date and return the proxy card
promptly using the enclosed envelope.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [ ] RIVERF KEEP THIS PORTION FOR YOUR RECORD
- --------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
- --------------------------------------------------------------------------------------------------------------------------
LARGE COMPANY SELECT FUND (INVESTOR B SHARES)
<S> <C> <C>
NOTE: Please sign legibly and exactly as name appears on this card.
Withhold
Vote on Directors For Authority For All To withhold authority to vote for any one or more
All For All Except: nominees, but less than all nominees, write the
nominees' names in the following space.
1. Walter B. Grimm, J. Virgil Early, [ ] [ ] [ ] -----------------------------------------------
William M. Higgins, and Harvey M. Salkin
Vote On Proposals For Against Abstain
2. Ratification of the selection of Ernst & Young LLP, independent public [ ] [ ] [ ]
accountants, as auditors to be employed by the Company for the fiscal
year ending December 31, 1997.
3. Approval of an Agreement and Plan of Reorganization and Liquidation [ ] [ ] [ ]
providing for the conversion of the Fund from a separate series of a
Maryland corporation to a separate series of an Ohio business trust.
</TABLE>
If Shares are registered in the name of joint owners, each must sign the
proxy. When signing as executor, administrator, attorney, trustee or guardian or
as custodian for a minor, please give full title as such. If a corporation,
please sign in full corporate name and indicate the signer's office. If a
partner, please sign in partnership name.
|----------------------------------------| |------------------------------|
| | | | | |
| | | | | |
|----------------------------------------| |------------------------------|
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
- --------------------------------------------------------------------------------
<PAGE> 38
THE RIVERFRONT FUNDS, INC.
PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735
THE RIVERFRONT FUNDS, INC.
STOCK APPRECIATION FUND (INVESTOR A SHARES)
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS OF THE COMPANY.
The undersigned hereby appoints Walter B. Grimm, C. David Bunstine and
Charles L. Booth and each of them, with full power of substitution, proxies to
vote & act with respect to all Shares of
STOCK APPRECIATION FUND (INVESTOR A SHARES)
(the "Fund"), a series of The Riverfront Funds, Inc. (the "Company"), which the
undersigned is entitled to vote, at the Special Meeting of Shareholders of the
Company to be held on Thursday, July 31, 1997, at 3435 Stelzer Road, Columbus,
Ohio 43219, at 10:00 A.M., EDST, and at any and all adjournments thereof, on
the following proposals and any other matters that may properly come before the
Meeting.
The Shares represented by this Proxy will be voted upon the proposals
listed below in accordance with the instruction given by the Shareholder, but
if no selections are made on the attached Proxy Card, which has been properly
executed and returned, this Proxy will be voted FOR the proposals, including
the election of directors, and in accordance with the best judgment of the
proxies on any other matter which properly comes before the Meeting.
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders dated June 18, 1997, and the Proxy Statement attached
thereto.
Please mark, sign, date and return the proxy card
promptly using the enclosed envelope.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [ ] RIVERF KEEP THIS PORTION FOR YOUR RECORD
- --------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
- --------------------------------------------------------------------------------------------------------------------------
STOCK APPRECIATION FUND (INVESTOR A SHARES)
<S> <C> <C>
NOTE: Please sign legibly and exactly as name appears on this card.
Withhold
Vote on Directors For Authority For All To withhold authority to vote for any one or more
All For All Except: nominees, but less than all nominees, write the
nominees' names in the following space.
1. Walter B. Grimm, J. Virgil Early, [ ] [ ] [ ] -----------------------------------------------
William M. Higgins, and Harvey M. Salkin
Vote On Proposals For Against Abstain
2. Ratification of the selection of Ernst & Young LLP, independent public [ ] [ ] [ ]
accountants, as auditors to be employed by the Company for the fiscal
year ending December 31, 1997.
3. Approval of an Agreement and Plan of Reorganization and Liquidation [ ] [ ] [ ]
providing for the conversion of the Fund from a separate series of a
Maryland corporation to a separate series of an Ohio business trust.
</TABLE>
If Shares are registered in the name of joint owners, each must sign the
proxy. When signing as executor, administrator, attorney, trustee or guardian or
as custodian for a minor, please give full title as such. If a corporation,
please sign in full corporate name and indicate the signer's office. If a
partner, please sign in partnership name.
|----------------------------------------| |------------------------------|
| | | | | |
| | | | | |
|----------------------------------------| |------------------------------|
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
- --------------------------------------------------------------------------------
<PAGE> 39
THE RIVERFRONT FUNDS, INC.
PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735
THE RIVERFRONT FUNDS, INC.
STOCK APPRECIATION FUND (INVESTOR B SHARES)
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS OF THE COMPANY.
The undersigned hereby appoints Walter B. Grimm, C. David Bunstine and
Charles L. Booth and each of them, with full power of substitution, proxies to
vote & act with respect to all Shares of
STOCK APPRECIATION FUND (INVESTOR B SHARES)
(the "Fund"), a series of The Riverfront Funds, Inc. (the "Company"), which the
undersigned is entitled to vote, at the Special Meeting of Shareholders of the
Company to be held on Thursday, July 31, 1997, at 3435 Stelzer Road, Columbus,
Ohio 43219, at 10:00 A.M., EDST, and at any and all adjournments thereof, on
the following proposals and any other matters that may properly come before the
Meeting.
The Shares represented by this Proxy will be voted upon the proposals
listed below in accordance with the instruction given by the Shareholder, but
if no selections are made on the attached Proxy Card, which has been properly
executed and returned, this Proxy will be voted FOR the proposals, including
the election of directors, and in accordance with the best judgment of the
proxies on any other matter which properly comes before the Meeting.
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders dated June 18, 1997, and the Proxy Statement attached
thereto.
Please mark, sign, date and return the proxy card
promptly using the enclosed envelope.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [ ] RIVERF KEEP THIS PORTION FOR YOUR RECORD
- --------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
- --------------------------------------------------------------------------------------------------------------------------
STOCK APPRECIATION FUND (INVESTOR B SHARES)
<S> <C> <C>
NOTE: Please sign legibly and exactly as name appears on this card.
Withhold
Vote on Directors For Authority For All To withhold authority to vote for any one or more
All For All Except: nominees, but less than all nominees, write the
nominees' names in the following space.
1. Walter B. Grimm, J. Virgil Early, [ ] [ ] [ ] -----------------------------------------------
William M. Higgins, and Harvey M. Salkin
Vote On Proposals For Against Abstain
2. Ratification of the selection of Ernst & Young LLP, independent public [ ] [ ] [ ]
accountants, as auditors to be employed by the Company for the fiscal
year ending December 31, 1997.
3. Approval of an Agreement and Plan of Reorganization and Liquidation [ ] [ ] [ ]
providing for the conversion of the Fund from a separate series of a
Maryland corporation to a separate series of an Ohio business trust.
</TABLE>
If Shares are registered in the name of joint owners, each must sign the
proxy. When signing as executor, administrator, attorney, trustee or guardian or
as custodian for a minor, please give full title as such. If a corporation,
please sign in full corporate name and indicate the signer's office. If a
partner, please sign in partnership name.
|----------------------------------------| |------------------------------|
| | | | | |
| | | | | |
|----------------------------------------| |------------------------------|
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
- --------------------------------------------------------------------------------
