<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)
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:
--------------------------------------------------------------
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):
--------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------
5) Total fee paid:
--------------------------------------------------------------
[ ] 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE> 2
THE RIVERFRONT OHIO TAX-FREE BOND FUND
ONE PORTFOLIO OF
THE RIVERFRONT FUNDS, INC.
Notice of Special Meeting of Shareholders
To the Shareholders of The Riverfront
Ohio Tax-Free Bond Fund, a portfolio of The Riverfront Funds, Inc.:
Notice is hereby given that a Special Meeting of Shareholders of The
Riverfront Ohio Tax-Free Bond Fund (the "Fund"), a portfolio of The Riverfront
Funds, Inc., a Maryland corporation (the "Company"), will be held on Monday,
April 27, 1998, at 10:00 A.M., Eastern Time, at 3435 Stelzer Road, Columbus,
Ohio (the "Meeting"), for the purpose of considering and acting on the following
matters:
1. To approve the Plan of Dissolution, Liquidation and Termination of the
Fund (the "Plan"), which Plan was unanimously approved by the Board of
Directors of the Company on March 17, 1998; and
2. 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 on March 25, 1998, has been fixed as the record
date for the determination of shareholders of the Fund entitled to notice of and
to vote at the Meeting.
All shareholders of the Fund 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,
/s/ David Bunstine
----------------------------
April 1, 1998 C. David Bunstine, Secretary
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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. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE AND IS
INTENDED FOR YOUR CONVENIENCE.
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<PAGE> 3
THE RIVERFRONT FUNDS, INC.
3435 Stelzer Road
Columbus, Ohio 43219
PROXY STATEMENT
For A Special Meeting of Shareholders
of The Riverfront Ohio Tax-Free Bond Fund
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 of The Riverfront Ohio Tax-Free Bond Fund (the "Fund"), one
portfolio of the Company, to be held at 10:00 A.M., Eastern Time, on Monday,
April 27, 1998 (the "Meeting"). All persons who are shareholders of the Fund as
of March 25, 1998, the record date (the "Record Date"), will be entitled to
notice of and to vote at the Meeting.
The Company knows of no other business to be voted upon at the Meeting
other than Proposal 1 set forth in the accompanying Notice of Special Meeting of
Shareholders and as described in this Proxy Statement. If any other matters are
presented, it is the intention of the persons named on the enclosed proxies to
vote proxies in accordance with their best judgment. 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 of the Fund is on or about April 1, 1998.
The Directors have fixed the close of business on the Record Date as
the date for the determination of shareholders entitled to notice of and to vote
at the Meeting. Investor A and Investor B shareholders of record of the Fund are
entitled to one vote for each share and a proportionate fractional vote for any
fraction of a share they own. As of the Record Date, the total number of
Investor A shares of capital stock, $.001 par value, of the Fund entitled to
vote at the Meeting is 268,050.216, and the total number of Investor B shares of
capital stock, $.001 par value, of the Fund entitled to vote at the Meeting is
116,832.037. The Investor A Shares and the Investor B Shares are collectively
referred to as the "Shares."
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 and the proxy is properly executed
and returned to the Company, the proxies will be voted in favor of the Proposal.
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 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.
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In the event that (1) sufficient votes to constitute a quorum are not
received by the date of the Meeting or (2) a quorum as to Proposal 1 is present
at the Meeting but sufficient votes to approve the Proposal are not received, 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, provided
they determine that such an adjournment and additional solicitation is
reasonable and in the interest of shareholders. Any such adjournment will
require the affirmative vote of the holders of a majority of the 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 Proposal 1 and will vote against any such adjournment those proxies required
to be voted against the Proposal.
THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF THE COMPANY'S MOST
RECENT ANNUAL AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS OF THE FUND 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 AND SEMI-ANNUAL REPORTS WILL
BE MAILED TO YOU BY FIRST-CLASS MAIL WITHIN THREE BUSINESS DAYS OF YOUR REQUEST.
PROPOSAL 1 -- APPROVAL OF THE PLAN OF DISSOLUTION,
LIQUIDATION AND TERMINATION (THE "PLAN")
THE LIQUIDATION IN GENERAL
The Company proposes to liquidate the assets of and dissolve the Fund
pursuant to the provisions of the Plan as initially approved by the Board on
February 27, 1998, when the Board determined that an orderly liquidation of the
Fund's assets was in the best interests of the Fund and its shareholders. The
Plan, a copy of which is attached to this Proxy Statement as Exhibit A, was
approved in its final form by the Board on March 17, 1998, and provides for the
complete liquidation of all of the assets of the Fund. If the Plan is approved
by the requisite shareholder vote, The Provident Bank, as the Fund's investment
adviser ("Provident"), will undertake to liquidate the Fund's assets at market
prices and on such terms and conditions as Provident shall determine to be
reasonable and in the best interests of the Fund and its shareholders.
REASONS FOR THE LIQUIDATION
The Fund commenced operations on August 1, 1994, with the objective of
generating income that is exempt from federal income tax and Ohio state income
taxes while at the same time preserving capital. As of December 31, 1995, the
Fund had total net assets of approximately $11,717,000. Since then the total net
assets of the Fund have declined to approximately $3,546,000 as of December 31,
1997. The Board's decision to approve the Plan was prompted by the Fund's small
size in relation to the size of other comparable mutual funds and the Board's
belief that the total net assets of the Fund were not likely to increase
significantly in the near future, both of which make it unlikely that the Fund
will be able to
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operate in an efficient manner in the future. As a general matter, funds that
are relatively small in size tend to be inefficient for shareholders; such funds
may have higher expense ratios and less investment flexibility and, as a result,
may produce lower returns over the long term.
At the February 27, 1998, Board meeting, the Board considered the
following alternatives in addition to the liquidation of the Fund pursuant to a
plan of liquidation and dissolution: (i) the Fund could self-liquidate by having
all shareholders redeem their shares on the same day, (ii) the Fund's
shareholders could redeem their Shares and, as an alternative investment,
repurchase shares in another Ohio tax-free fund recommended by Provident, (iii)
the Fund could enter into an investment advisory agreement with a new
sub-adviser in an effort to improve the Fund's performance, and (iv) the Fund
could sell its assets to another fund pursuant to an agreement and plan of
reorganization.
After considering the foregoing options, the Board, including all of
the Directors who are not "interested persons" of the Company (as that term is
defined in the Investment Company Act of 1940, as amended (the "1940 Act")),
unanimously adopted resolutions approving the Plan, declaring the proposed
liquidation and dissolution advisable and directing that it be submitted to the
shareholders of the Fund for consideration. Prior to making this determination,
the Board was advised that the self-liquidation and redemption-and-repurchase
alternatives would require the mutual agreement and timely cooperation of the
shareholders, neither of which could be assured. The Board was also advised that
entering into an investment advisory agreement with a new investment adviser and
selling the Fund's assets to another fund were not realistic alternatives
because the small size of the Fund makes the Fund unattractive to potential
investment advisers and to other funds. Moreover, the Board was advised that
selling the Fund's assets to a different fund would be an expensive and time
consuming process.
In connection with the proposal, the Fund will bear the costs
associated with the liquidation of the Fund, which are expected to total
approximately $5,000. The Directors have instructed the Fund's fund accountant
to begin accruing such costs and all other estimated expenses for the Fund
through the proposed date of liquidation.
The liquidation of the assets and termination of the Fund will have the
effect of permitting the Fund's shareholders to invest the distributions to be
received by them upon the Fund's liquidation in investment vehicles of their own
choice.
PLAN OF DISSOLUTION, LIQUIDATION AND TERMINATION
The Plan, a copy of which is attached hereto as Exhibit A, provides for
the complete liquidation of all of the assets of the Fund. Although portions of
the Plan are summarized in this Proxy Statement, such summaries are qualified by
reference to the Plan itself. If the Plan is approved, Provident will undertake
to liquidate the Fund's assets at market prices and on such terms and conditions
as Provident shall determine to be reasonable and in the best interests of the
Fund and its shareholders.
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Before liquidating, the Fund may make one or more dividend
distributions of tax-exempt income and income or capital gain realized on the
disposition of portfolio securities.
The Plan may be amended by the Board of Directors at any time, without
shareholder approval, in the event such amendment is determined to be in the
best interests of the Fund and its shareholders. It is anticipated that such
amendments will be adopted only in response to unanticipated events or
consequences.
LIQUIDATION VALUE
If the Plan is adopted by the Fund's shareholders at the Meeting, as
soon as practicable after the consummation of the sale of all of the Fund's
portfolio securities and the payment (or provision for payment) of all of the
Fund's known expenses, charges, liabilities and other obligations and the
payment of ordinary and capital gains dividends, each shareholder of the Fund
will receive a cash distribution in an amount equal to the net asset value per
share, as determined in accordance with the Fund's current Prospectus and
Statement of Additional Information, together with accrued and unpaid dividends
and distributions, with respect to each of the shareholder's Shares of the Fund
(the "Liquidation Distribution"). It is anticipated that Liquidation
Distributions shall be paid directly by check made payable to the shareholder of
record or deposited directly into a designated bank account of the shareholder
of record at Provident. As of March 17, 1998, the contingent deferred sales
charge generally applicable to Investor B Shares has been waived and will not be
imposed in connection with Investor B Shares cancelled as a result of the
liquidation of the Fund.
FEDERAL INCOME TAX CONSEQUENCES
IN GENERAL. The following summary provides general information with
regard to the federal income tax consequences to shareholders on receipt of the
Liquidation Distribution from the Fund pursuant to the provisions of the Plan.
This summary also discusses the effect of federal income tax provisions on the
Fund resulting from its liquidation and dissolution; however, the Fund has not
sought a ruling from the Internal Revenue Service (the "Service") with respect
to the liquidation and dissolution of the Fund. The statements below are,
therefore, not binding upon the Service, and there can be no assurance that the
Service will concur with this summary or that the tax consequences to any
shareholder upon receipt of a Liquidation Distribution will be as set forth
below.
This summary is based on the tax laws and regulations in effect on the
date of this proxy statement, all of which are subject to change by legislative
or administrative action, possibly with retroactive effect.
The information below is only a summary of some of the federal tax
consequences generally affecting the Fund and its individual U.S. shareholders
resulting from the liquidation of the Fund. This summary does not address the
particular federal income tax consequences applicable to shareholders other than
U.S. individuals nor does it address state or local tax
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consequences. The tax consequences discussed herein may affect shareholders
differently depending on their particular tax situations unrelated to the
Liquidation Distribution, and accordingly, this summary is not a substitute for
careful tax planning on an individual basis. Shareholders are encouraged to
consult their personal tax advisers concerning their particular tax situations
and the impact thereon on receiving the Liquidation Distribution as discussed
herein. The receipt of the Liquidation Distribution may result in tax
consequences that are unanticipated by shareholders.
As discussed above, pursuant to the Plan, the Fund will sell its
assets, pay or make provisions for the payment of all liabilities, distribute
the remaining proceeds to its shareholders and dissolve. The Company anticipates
that the Fund will retain its qualification as a regulated investment company
under the Internal Revenue Code of 1986, as amended (the "Code"), during the
liquidation period and, therefore, will not be taxed on any of its net income
realized from the sale of its assets.
For federal income tax purposes, a shareholder's receipt of the
Liquidation Distribution will be a taxable event and will be treated as a sale
of the shareholder's Shares of the Fund in exchange for the Liquidation
Distribution. Each shareholder will recognize a gain or loss in an amount equal
to the difference between the adjusted tax basis in his or her Shares and the
Liquidation Distribution he or she receives from the Fund. If the Shares are
held as a capital asset, the gain or loss will generally be characterized as a
capital gain or loss. If the Shares have been held for more than 18 months, the
gain or loss will constitute a long-term capital gain or loss; if the Shares
have been held for more than one year but not more than 18 months, the gain or
loss will be mid-term capital gain or loss; otherwise, the gain or loss will
constitute a short-term capital gain or loss.
If a shareholder has failed to furnish a correct taxpayer
identification number or has failed to certify that he or she has provided a
correct taxpayer identification number and that he or she is not subject to
"backup withholding," the shareholder may be subject to a 31% backup withholding
tax with respect to any ordinary or capital gains dividends as well as the
Liquidation Distribution. An individual's taxpayer identification number is his
or her social security number. Certain shareholders specified in the Code may be
exempt from backup withholding. The backup withholding tax is not an additional
tax and may be credited against a taxpayer's federal income tax liability.
Shareholders will be notified of their respective shares of tax-exempt,
ordinary and capital gain dividends for the Fund's final fiscal year in normal
tax-reporting fashion; amounts included in income as dividends may increase the
shareholders' adjusted bases in their Shares for purposes of computing their
gain or loss on the receipt of the Liquidation Distribution.
If a noncorporate shareholder receives an exempt-interest dividend with
respect to Shares of the Fund held for six months or less, any loss realized by
the shareholder as a result of the liquidation of the Fund will be disallowed to
the extent of the exempt-interest dividend. In addition, the Code may require a
noncorporate shareholder, if he or she receives an exempt-
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interest dividend, to treat as taxable income a portion of certain otherwise
non-taxable social security and railroad retirement benefit payments.
Furthermore, that portion of any exempt-interest dividend paid by the Fund that
represents income from private activity bonds may not retain its tax-exempt
status in the hands of a noncorporate shareholder who is a "substantial user"
(or a person related thereto) of a facility financed by such bonds. If a portion
of an exempt-interest dividend is attributable to interest on certain specified
private activity bonds, the Fund will identify in the written notice that
portion which must be treated by the noncorporate shareholder as a tax
preference item for purposes of the alternative minimum tax.
LIQUIDATION DISTRIBUTION
At present, the date on which the Fund will be liquidated and on which
the Fund will pay Liquidation Distributions to its shareholders is uncertain,
but it is anticipated that if the Plan is adopted by the shareholders of the
Fund on April 27, 1998, such liquidation would occur on or about April 30, 1998
(the "Liquidation Date"). Shareholders holding Fund Shares as of the close of
business on April 29, 1998, will receive their Liquidation Distribution on the
Liquidation Date without any further action on their part.
The right of a shareholder to redeem his or her Shares of the Fund at
any time has not been impaired by the proposal to liquidate the assets and
dissolve the Fund and the adoption of the Plan. Therefore, a shareholder may
redeem Shares in accordance with redemption procedures set forth in the Fund's
current Prospectus and Statement of Additional Information without the necessity
of waiting for the Fund to take any action. In addition, as of March 10, 1998,
all contingent deferred sales charges on redemptions of Investor B Shares have
been and will be waived through the Liquidation Date, and no contingent deferred
sales charge will be imposed on any Investor B Shares cancelled in connection
with the Fund's liquidation.
CONCLUSION
Shareholder approval of the Plan requires the affirmative vote of a
majority of the votes cast at the Meeting.
A representative of Ernst & Young LLP, the Fund's auditors, 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.
The Board unanimously recommends that the shareholders vote FOR the
proposed liquidation of assets and dissolution of the Fund pursuant to the
provisions of the Plan.
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OTHER INFORMATION
INVESTMENT ADVISER, DISTRIBUTOR AND ADMINISTRATOR
Provident, an Ohio banking corporation located at One East Fourth
Street, Cincinnati, Ohio 45202, currently serves as investment adviser to the
Fund pursuant to an Investment Advisory Agreement dated as of August 1, 1994, as
amended as of January 1, 1997 (the "Investment Advisory Agreement").
Pursuant to the terms of the Investment Advisory Agreement, Provident
is responsible for managing the investment and reinvestment of the Fund's assets
in conformity with its investment objectives, policies and restrictions, all as
set forth in the Fund's most recent Prospectus and Statement of Additional
Information. Provident also serves as the Fund's custodian, transfer agent and
fund accountant and receives compensation from the Company for providing such
services.
Provident is a subsidiary of Provident Financial Group, Inc.
("Provident's Parent"), which is a publicly held bank holding company
headquartered in Cincinnati, Ohio. The address of Provident's Parent is also One
East Fourth Street, Cincinnati, Ohio 45202.
BISYS Fund Services Limited Partnership ("BISYS") serves as the
principal underwriter of Shares of the Fund pursuant to a Distribution Agreement
with the Company dated February 1, 1994, as amended as of January 1, 1997. In
its capacity as principal underwriter, BISYS is available to receive purchase
orders and redemption requests relating to Shares of the Fund. BISYS also serves
as administrator of the Fund pursuant to an Administration Agreement with the
Company dated February 1, 1996, as amended as of January 1, 1997. 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.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth certain information as of March 25,
1998, for each of the portfolios of the Company 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:
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<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF THE
NAME AND ADDRESS OF BENEFICIAL PERCENT
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP OF CLASS
<S> <C> <C> <C>
Investor A Shares of the The Provident Bank 102,832,769.76 69.43%
Money Market Fund P.O. Box 691198
Cincinnati, OH 45202
Investor A Shares of the The Provident Bank 2,515,059.55 48.96%
Income Fund P.O. Box 691198
Cincinnati, OH 45202
The Provident Bank Trust 265,446.06(1) 5.17%
Department Employee
Benefit Plan
3 East Fourth St.
Cincinnati, OH 45207
The Provident Bank Trust 1,906,631.21(1) 37.11%
Department
3 East Fourth Street
Cincinnati, OH 45202
Investor B Shares of the The Fifth Third Bank, FBO 25,583.13 21.78%
Income Fund Cincinnati Institute of
Fine Arts
P.O. Box 630074
Cincinnati, OH 45263
Investor A Shares of the Provident Bank Trust Department 256,053.28 95.52%
Ohio Tax-Free Bond Fund P.O. Box 691198
Cincinnati, OH 45269-1198
Investor B Shares of the Raymond L. Affolter 7,605.26 6.51%
Fund 10065 Tanager Lane
Cincinnati, OH 45215
Dorothy S. Paeltz 7,197.70 6.33%
6141 State Route 125
Georgetown, OH 45121
Ernestine Alexander 6,426.97 5.50%
2704 Cypress Way #14
Cincinnati, OH 45212
Adleta B. Follmer 9,315.61 7.97%
Revocable Trust
Adleta B. Follmer Trustee
2105 Evergreen Ridge Drive
Cincinnati, OH 45215
Patricia L. Rinckenberger 11,010.61 9.42%
2228 Cathedral Ave.
Norwood, OH 45212
David F. Stratman Trust 7,365.96 6.30%
David F. Stratman and
Sonja B. Stratman Trustees
6280 Kaywood Dr.
Cincinnati, OH 45243
Thelma N. Rieger Trust 8,269.89 7.08%
Thelma N. Rieger Trustee
5414 Moundcrest Dr.
Cincinnati, OH 45212
Norbert J. Rieger Trust 5,846.08 5.00%
Norbert J. Rieger Trustee
5414 Moundcrest Dr.
Cincinnati, OH 45212
The Provident Bank 10,694.76 9.15%
FBO Irma Allman
P.O. Box 691198
Cincinnati, OH 45269-1198
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
Investor A Shares of the The Provident Bank 112,148.61(1) 14.72%
Balanced Fund RPO Provident Bancorp
Retirement Plan
One East Fourth Street
Cincinnati, Ohio 45202
Provident Bank TTEE FBO 115,296.90(1) 15.14%
Provident Bancorp
401(k) Equity
P.O. Box 691198
Cincinnati, Ohio 45269-1198
Investor A Shares of the The Chase Manhattan Bank as 3,351,869.80 47.04%
Income Equity Fund Trustee for The General Cable
Corporation
4 Tesseneer Drive
Highland Heights, KY 41076
The Provident Bank 368,289.14(1) 5.17%
RPO Provident Bancorp
Retirement Plan
P.O. Box 691198
Cincinnati, OH 45207
</TABLE>
9
<PAGE> 12
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Investor A Shares Provident Bank Trust 2,849,789.88(1) 96.26%
of the Large Department
Company Fund P. O. Box 691198
Cincinnati, Ohio 45269-1198
Investor B Shares The Provident Bank 19,737.17(1) 6.69%
of the Large Custodian FBO
Company Fund John W. Coveyou IRA
7931 Gimmick Road
Cincinnati, OH 45241
<FN>
(1) The designated beneficial owner possesses on behalf of its underlying
accounts voting or investment power with respect to these shares.
</FN>
</TABLE>
As of March 25, 1998, 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 portfolio of the Company.
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 Fund
on Proposal 1 described in this Proxy Statement, (i) the presence in person or
by proxy of shareholders entitled to cast one-third of the outstanding Shares of
the Fund entitled to be cast at the Meeting shall constitute a quorum for the
purposes of voting upon such Proposal 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 shall be treated as Shares present for
the purpose of determining whether a quorum exists and, for purposes of
determining whether the Proposal has been approved, abstentions shall be treated
as against votes. Broker non-votes, as described below, will not be counted for
purposes of determining whether a quorum exists or whether the Proposal has been
approved. 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
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<PAGE> 13
beneficial owner. The Fund will bear all costs associated with the solicitation
of proxies from its shareholders.
By Order of the Directors,
/s/ David Bunstine
----------------------------
April 1, 1998 C. David Bunstine, Secretary
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<PAGE> 14
EXHIBIT A
PLAN OF DISSOLUTION, LIQUIDATION AND TERMINATION
OF
THE RIVERFRONT OHIO TAX-FREE BOND FUND
(the "Fund")
The Riverfront Funds, Inc., a Maryland corporation (the "Company"),
shall proceed to a complete liquidation of the Fund according to the procedures
set forth in this Plan of Dissolution, Liquidation and Termination (the "Plan").
The Plan has been approved by the Board of Directors of the Company (the
"Board") as being advisable and in the best interests of the Fund and its
shareholders. The Board has directed that this Plan be submitted to the holders
of the outstanding voting shares of the Fund (each a "Shareholder" and,
collectively, the "Shareholders"), for their adoption or rejection at a special
meeting of shareholders and has authorized the distribution of a Proxy Statement
(the "Proxy Statement") in connection with the solicitation of proxies for such
meeting. Upon Shareholder approval of the Plan with respect to the Fund, the
Fund shall voluntarily dissolve and completely liquidate in accordance with the
requirements of the Company's Articles of Incorporation, Maryland law and the
Internal Revenue Code of 1986, as amended (the "Code"), as follows:
1. Adoption of Plan. The effective date of the Plan (the "Effective
Date") shall be the date on which the Plan is adopted by the Shareholders of the
Fund.
2. Liquidation and Distribution of Assets. As soon as practicable after
the Effective Date and by April 30, 1998 (the "Liquidation Period"), or as soon
thereafter as practicable depending on market conditions and consistent with the
terms of this Plan, the Fund and the Fund's investment adviser, The Provident
Bank ("Provident"), shall have the authority to engage in such transactions as
may be appropriate for the Fund's liquidation and dissolution, including,
without limitation, the consummation of the transactions described in the Proxy
Statement.
3. Provisions for Liabilities. The Fund shall pay or discharge or set
aside a reserve fund for, or otherwise provide for the payment or discharge of,
any charges, taxes, expenses, liabilities and obligations, including, without
limitation, contingent liabilities, whether due or accrued or anticipated.
4. Distribution to Shareholders. As soon as practicable after the
Effective Date, the Fund shall liquidate and distribute pro rata on the date of
liquidation (the "Liquidation Date") to its shareholders of record as of the
close of business on the day before the Liquidation Date all of the remaining
assets of the Fund in complete cancellation and redemption of all the
outstanding Investor A and Investor B Shares of the Fund, except for cash, bank
deposits or cash equivalents in an estimated amount necessary to (i) discharge
any unpaid liabilities and obligations of the Fund on the Fund's books on the
Liquidation Date, including, but not limited to, income dividends and capital
gains distributions, if any, payable through the Liquidation Date, and (ii) pay
or provide for the payment of such contingent
A-1
<PAGE> 15
liabilities as the Board shall reasonably deem to exist against the assets of
the Fund on the Fund's books.
5. Notice of Liquidation. As soon as practicable after the Effective
Date, the Fund shall mail notice to the appropriate parties that this Plan has
been approved by the Board and the Shareholders and that the Fund will be
liquidating its assets, to the extent such notice is required under applicable
law.
6. Filings. As soon as practicable after the Liquidation Date, the
Company shall file on behalf of the Fund such instruments of dissolution,
Articles of Amendment, Articles Supplementary or any other documents that are
necessary to effect the dissolution of the Fund, including any tax returns, in
accordance with the requirements of the Company's Articles of Incorporation, the
Maryland General Corporation Law, the Internal Revenue Code of 1986, as amended,
any applicable securities laws, and any rules and regulations of the Securities
and Exchange Commission or any state securities commission.
7. Amendment or Abandonment of Plan. The Board may modify or amend this
Plan at any time without Shareholder approval if it determines that such action
would be advisable and in the best interests of the Fund and its Shareholders.
If any amendment or modification appears necessary and in the judgment of the
Board will materially and adversely affect the interests of the Shareholders of
the Fund, such an amendment or modification will be submitted to such
Shareholders for approval. In addition, the Board may abandon this Plan without
Shareholder approval at any time prior to the Liquidation Date if it determines
that abandonment would be advisable and in the best interests of the Fund and
its Shareholders.
8. Powers of Board and Officers. The Board and the officers of the
Company are authorized to approve such changes to the terms of any of the
transactions referred to herein, to interpret any of the provisions of this
Plan, and to make, execute and deliver such other agreements, conveyances,
assignments, transfers, certificates and other documents and take such other
action as the Board and the officers of the Company deem necessary or desirable
in order to carry out the provisions of this Plan and effect the complete
liquidation and dissolution of the Fund in accordance with the Code, the
Articles of Incorporation and Maryland law, including, without limitation,
withdrawing any state notices of the Fund and/or its shares and the preparation
and filing of any tax returns.
9. Termination of Business Operations. As soon as practicable upon
adoption of this Plan by Shareholders, the Fund shall cease to conduct business
except as shall be necessary in connection with the effectuation of its
liquidation and dissolution.
10. Expenses. The expenses of carrying out the terms of this Plan shall
be borne by the Fund, whether or not the liquidation contemplated by this Plan
is effected.
A-2
<PAGE> 16
PROXY
THE RIVERFRONT FUNDS, INC.
THE RIVERFRONT OHIO TAX-FREE BOND FUND
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE RIVERFRONT FUNDS, INC.
The undersigned hereby appoints Walter B. Grimm, C. David Bunstine and
James L. Smith and each of them, with full power of substitution, proxies to
vote and act with respect to all Shares of The Riverfront Ohio Tax-Free Bond
Fund (the "Fund"), a series of The Riverfront Funds, Inc., which the undersigned
is entitled to vote, at the Special Meeting of Shareholders of the Fund to be
held on Monday, April 27, 1998, at 3435 Stelzer Road, Columbus, Ohio 43219, at
10:00 A.M., EST, and at any and all adjournments thereof, on the following
proposal and any other matters that may properly come before the Meeting.
The Shares represented by this Proxy will be voted upon the proposal
listed below in accordance with the instruction given by the Shareholder, but if
no instruction is given but this Proxy is executed and returned, this Proxy will
be voted FOR the proposal 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 April 1, 1998, and the Proxy Statement attached
thereto.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
NOTE: Please sign legibly and exactly as name appears on this card.
Vote on Proposal:
1. Approval of the Plan of FOR[ ] AGAINST[ ] ABSTAIN[ ]
Dissolution, Liquidation
and Termination of the Fund
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 Date
- ------------------------------- ------
Signature (Joint Owners) Date
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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