RIVERFRONT FUNDS / NJ, 485APOS, 1999-03-01

RIVERFRONT FUNDS / NJ
485APOS, 1999-03-01

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.

Post-Effective Amendment No. 27

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 28

THE
RIVERFRONT
FUNDS
(successor to
The Riverfront
Funds, Inc.)

(Exact name of Registrant as specified in Charter)

3435 Stelzer Road, Columbus, Ohio 43219

(Address of Principal Executive Offices)

(614) 470-8000

(Registrant's Telephone Number)

Charles L. Booth

3435 Stelzer Road
Columbus, Ohio 43219

(Name and Address of Agent for Service)

It is proposed that this filing will become effective: immediately upon
filing pursuant to paragraph (b) on (date) pursuant to paragraph (b) 60
days after filing pursuant to paragraph (a)(1) on (date) pursuant to
paragraph (a)(1)

75 days after filing pursuant to paragraph (a)(2)

on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

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

Copies To:
Matthew G. Maloney, Esquire

Dickstein Shapiro Morin & Oshinsky, LLP 2102 L Street, N.W.

Washington, D.C. 20037

THE RIVERFRONT FUNDS

PROSPECTUS

APRIL 30, 1999

THE RIVERFRONT LARGE COMPANY SELECT FUND
THE RIVERFRONT BALANCED FUND

THE RIVERFRONT SMALL COMPANY SELECT FUND

THE RIVERFRONT INCOME EQUITY FUND

THE RIVERFRONT U.S. GOVERNMENT INCOME FUND

THE RIVERFRONT U.S. GOVERNMENT SECURITIES MONEY MARKET FUND

INVESTOR A SHARES

INVESTOR B SHARES

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.

CONTENTS [TO BE COMPLETED]

<PAGE>

FUND OBJECTIVES, STRATEGIES, PERFORMANCE AND RISKS

The following describes the investment objectives, strategies, performance and
principal risks of each Riverfront Fund. THE RIVERFRONT LARGE COMPANY SELECT
FUND OBJECTIVE: The Large Company Fund's objective is to seek long-term growth
of capital. Current income is a secondary objective.

STRATEGY: The Fund pursues its objective by investing at least 65% of its total
assets in common stocks and securities convertible into common stocks, such as
bonds and preferred stocks, of issuers with market capitalizations of at least
$4 billion. The Fund generally will invest in equity securities of such issuers
based upon certain fundamental criteria examined by the investment adviser
including price to earnings, price to book, price to cash flow, return on equity
and other ratios. Earnings and dividend growth are also important factors
analyzed by the investment adviser. BAR CHART AND PERFORMANCE TABLE [OBJECT
OMITTED] The following bar chart and performance table provide some indication
of the risks of investing in the Large Company Fund by showing changes in the
Large Company Fund's performance from year to year and by showing how the Large
Company Fund's average annual return compares with that of a broad measure of
market performance. Both the chart and the table assume reinvestment of
dividends and distributions. As with all mutual funds, past performance is not a
prediction of future performance. The Fund's Investor A Shares are sold subject
to a sales charge (load). The impact of the sales charges is not reflected in
the total returns above, and if these amounts were reflected, total returns
would be less than those shown. During the 10 years ended December 31,1998, the
highest return for a quarter was ____% for the quarter ended ________, 199__,
and the lowest return for a quarter was ___% for the quarter ended ________,
199__.

PERFORMANCE TABLE

(AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 1998)

SINCE INCEPTION

1 YEAR 5 YEARS 10 YEARS AUGUST 30, 1986
------------------
- -----------------------------------------------------
INVESTOR A SHARES* % % % %

-------------------------------
- ---------------------- ------------------
INVESTOR B SHARES** % % % %

- -----------------------------------------------------------------------
- ---------------------- ------------------
_______ INDEX % % % %
- ---------------------------------------- ----------- ---- ------------------

*The performance for the Large Company Fund includes the performance of certain
collective fund accounts ("Commingled Accounts") advised by The Provident Bank
for periods dating back to August 30, 1986 and prior to the Large Company Fund's
commencement of operations on January 2, 1997, as adjusted to reflect the
expenses associated with the Large Company Fund. The Commingled Accounts were
not registered with the Securities and Exchange Commission and, therefore, were
not subject to the investment restrictions imposed by law on registered mutual
funds. If the Commingled Accounts had been registered, the Commingled Accounts'
performance might have been adversely affected. **Performance of the Investor B
shares for periods prior to their initial offering (January, 1997) represents
performance for Investor A shares and is restated to reflect the applicable
contingent deferred sales charges. Investor B shares are subject to distribution
and service fees which would have reduced performance. [The returns above also
reflect the waiver of certain fees. Without the waiver of fees, total return
would have been lower.] THE RIVERFRONT BALANCED FUND OBJECTIVE: The Balanced
Fund's objective is to seek long-term growth of capital. Current income is a
secondary objective. STRATEGY: The Fund pursues its objective by investing in
common stocks, preferred stocks, fixed income securities and securities
convertible into common stocks. The common and preferred stocks and securities
convertible into common stocks selected for the Fund will be those that the
investment adviser believes will contribute to the Fund's objective. BAR CHART
AND PERFORMANCE TABLE [OBJECT OMITTED] The following bar chart and performance
table provide some indication of the risks of investing in the Balanced Fund by
showing changes in the Balanced Fund's performance from year to year and by
showing how the Balanced Fund's average annual return compares with that of a
broad measure of market performance. Both the chart and the table assume
reinvestment of dividends and distributions. As with all mutual funds, past
performance is not a prediction of future performance. The Fund's Investor A
Shares are sold subject to a sales charge (load). The impact of the sales
charges is not reflected in the total returns above, and if these amounts were
reflected, total returns would be less than those shown. During the four years
ended December 31,1998, the highest return for a quarter was ____% for the
quarter ended ________, 199__, and the lowest return for a quarter was ___% for
the quarter ended ________, 199__.

PERFORMANCE TABLE

(AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 1998)

SINCE INCEPTION
1 YEAR SEPTEMBER 1, 1994

----------------------
- --------------------------------------- -----------------
INVESTOR A SHARES % %

-----------------
- --------------------------------------- ----------------------
INVESTOR B SHARES* % %

- --------------------------------------- ----------------------
- --------------------------------------- ----------------- ----------------------
S&P 500 INDEX % %

- --------------------------------------- ----------------- ----------------------
- --------------------------------------- ----------------------
LEHMAN BROTHERS INTERMEDIATE % %
GOVERNMENT/CORPORATE BOND INDEX

- --------------------------------------- ----------------- ----------------------
*Performance of the Investor B shares for periods prior to their initial
offering (January, 1995) represents performance for Investor A shares and is
restated to reflect the applicable contingent deferred sales charges. Investor B
shares are subject to distribution and service fees which would have reduced
performance. [The returns above also reflect the waiver of certain fees. Without
the waiver of fees, total return would have been lower.] THE RIVERFRONT SMALL
COMPANY SELECT FUND

OBJECTIVE: The Small Company Fund's objective is to seek capital growth.

STRATEGY: The Fund pursues its objective by investing at least 65% of its total
assets in a portfolio of common stocks of small companies, regardless of the
movement of stock prices generally, that, in the opinion of the investment
adviser based upon its analysis of various fundamental and technical standards,
have appreciation potential. Fundamental investment criteria include, but are
not limited to, earnings figures, price to earnings ratios, debt to equity
ratios, and the general growth prospects of the issuer. Technical selection
considerations may include, relative stock price strength and magnitude of
trading volume. For purposes of this policy, the Trust defines small companies
to mean issuers with market capitalizations between $100 million and $1.5
billion. It is expected that such common stocks will normally be traded on
exchanges or established over-the-counter markets. BAR CHART AND PERFORMANCE
TABLE The following bar chart and performance table provide some indication of
the risks of investing in the Small Company Fund by showing changes in the Small
Company Fund's performance from year to year and by showing how the Small
Company Fund's average annual return compares with that of a broad measure of
market performance. Both the chart and the table assume reinvestment of
dividends and distributions. As with all mutual funds, past performance is not a
prediction of future performance. [OBJECT OMITTED] The Fund's Investor A Shares
are sold subject to a sales charge (load). The impact of the sales charges is
not reflected in the total returns above, and if these amounts were reflected,
total returns would be less than those shown. During the 10 years ended December
31,1998, the highest return for a quarter was ____% for the quarter ended
________, 199__, and the lowest return for a quarter was ___% for the quarter
ended ________, 199__.

PERFORMANCE TABLE

(AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 1998)

SINCE INCEPTION

1 YEAR 5 YEARS 10 YEARS JULY 23, 1987
-------------
- -------------------------------------- --------------------------
INVESTOR A SHARES % % % %

-------------- --------------------------
- ------------------------ -------------
INVESTOR B SHARES* % % % %

- -------------------------------------- ---------------------------------------
- ------------------------ -------------
RUSSELL 2000 INDEX % % % %
- -------------------------------------- ---------------------------------------

*Performance of the Investor B shares for periods prior to their initial
offering (January, 1995) represents performance for Investor A shares and is
restated to reflect the applicable contingent deferred sales charges. Investor B
shares are subject to distribution and service fees which would have reduced
performance. [The returns above also reflect the waiver of certain fees. Without
the waiver of fees, total return would have been lower.]

<PAGE>

THE RIVERFRONT INCOME EQUITY FUND

OBJECTIVE: The Income Equity Fund's objective is to seek a high level of
investment income. Capital appreciation is a secondary objective.

STRATEGY: The Fund pursues its objective by investing at least 65% of its total
assets in common stocks and securities convertible into common stocks, such as
bonds and preferred stocks, which are rated in one of the four highest rating
categories by an NRSRO, or if not so rated, are considered to be of comparable
quality. The Fund generally will invest in common stocks and securities
convertible into common stocks of U.S. issuers with a demonstrated record of
dividend payments and high total returns which are listed on U.S. stock
exchanges or traded in the over-the-counter market. BAR CHART AND PERFORMANCE
TABLE [OBJECT OMITTED] The following bar chart and performance table provide
some indication of the risks of investing in the Income Equity Fund by showing
changes in the Income Equity Fund's performance from year to year and by showing
how the Income Equity Fund's average annual return compares with that of a broad
measure of market performance. Both the chart and the table assume reinvestment
of dividends and distributions. As with all mutual funds, past performance is
not a prediction of future performance. The Fund's Investor A Shares are sold
subject to a sales charge (load). The impact of the sales charges is not
reflected in the total returns above, and if these amounts were reflected, total
returns would be less than those shown. During the six years ended December
31,1998, the highest return for a quarter was ____% for the quarter ended
________, 199__, and the lowest return for a quarter was ___% for the quarter
ended ________, 199__.

PERFORMANCE TABLE

(AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 1998)

SINCE INCEPTION

1 YEAR 5 YEARS OCTOBER 1, 1992
---------------------
- ------------------------------------------ -------------
INVESTOR A SHARES % % %

------------- -------------
- ----------------------------- ---------------------
INVESTOR B SHARES* % % %

- ------------------------------------------ ----------------------------------
- ----------------------------- ---------------------
S& P 500 INDEX % % %
- ------------------------------------------ ----------------------------------

<PAGE>

THE RIVERFRONT U.S. GOVERNMENT INCOME FUND

OBJECTIVE: The Income Fund's objective is to seek a high level of current
income consistent with the preservation of capital.

STRATEGY: The Fund pursues its objective by investing in a portfolio of
securities which the investment adviser believes will, in the aggregate, perform
well in all stages of business and interest rate cycles. The portfolio consists
primarily of securities issued or guaranteed by the U.S. government, its
agencies or instrumentalities and in high quality fixed rate and adjustable rate
mortgage-backed securities and other asset-backed securities. These securities
are issued or guaranteed by the U.S. government, its agencies or
instrumentalities or are rated no lower than one of the three highest rating
categories by a nationally recognized statistical rating organization (NRSRO),
or if not so rated, are considered to be of comparable quality. BAR CHART AND
PERFORMANCE TABLE [OBJECT OMITTED] The following bar chart and performance table
provide some indication of the risks of investing in the Income Fund by showing
changes in the Income Fund's performance from year to year and by showing how
the Income Fund's average annual return compares with that of a broad measure of
market performance. Both the chart and the table assume reinvestment of
dividends and distributions. As with all mutual funds, past performance is not a
prediction of future performance. The Fund's Investor A Shares are sold subject
to a sales charge (load). The impact of the sales charges is not reflected in
the total returns above, and if these amounts were reflected, total returns
would be less than those shown. During the six years ended December 31,1998, the
highest return for a quarter was ____% for the quarter ended ________, 199__,
and the lowest return for a quarter was ___% for the quarter ended ________,
199__.

PERFORMANCE TABLE

(AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 1998)

SINCE INCEPTION

1 YEAR 5 YEARS OCTOBER 1, 1992
-------------------
- ---------------------------------------------------------
INVESTOR A SHARES % % %

----------------------
- ----------------------------------- -------------------
INVESTOR B SHARES* % % %

- ----------------------------------------------------------------------------
- ----------------------------------- -------------------
LEHMAN BROTHERS INTERMEDIATE % % %
GOVERNMENT/CORPORATE BOND INDEX

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

<PAGE>

THE RIVERFRONT U.S. GOVERNMENT SECURITIES MONEY MARKET FUND

OBJECTIVE: The Money Market Fund's objective is to seek current income
while preserving capital and maintaining liquidity.

STRATEGY: The Fund pursues its objective by investing primarily in U.S.
government securities maturing in 397 days or less. Under normal market
conditions at least 65% of its total assets will be invested in obligations
issued or guaranteed by the U.S. government, its agencies or instrumentalities
and in repurchase agreements secured by such obligations. The dollar-weighted
average maturity of the Fund will not exceed 90 days. BAR CHART AND PERFORMANCE
TABLE [OBJECT OMITTED] The following bar chart and performance table provide
some indication of the risks of investing in the Money Market Fund by showing
changes in the Money Market Fund's performance from year to year and by showing
how the Money Market Fund's average annual return compares with that of a broad
measure of market performance. Both the chart and the table assume reinvestment
of dividends and distributions. As with all mutual funds, past performance is
not a prediction of future performance. During the six years ended December
31,1998, the highest return for a quarter was ____% for the quarter ended
________, 199__, and the lowest return for a quarter was ___% for the quarter
ended ________, 199__.

PERFORMANCE TABLE

(AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 1998)

SINCE INCEPTION

1 YEAR 5 YEARS OCTOBER 1, 1992
----------------
- ---------------------------- --------------------------------
INVESTOR A SHARES % % %

--------------------------------
- ---------------------------- ----------------
30-DAY U.S. TREASURY BILL % % %

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

PRINCIPAL RISKS OF THE FUNDS

In addition to the risks set forth below that are specific to an investment
in a particular Fund, there are risks common to all mutual funds. For example a
Fund's share price may decline and an investor could lose money. Thus, although
the Money Market Fund seeks to preserve the value of your investment at $1.00
per share, it is possible to lose money by investing in any of the Riverfront
Funds. Also, there is no assurance that a Fund will achieve its investment
objective. You should be aware that the Shares offered by this prospectus are
not deposits or obligations of any bank including The Provident Bank
(Provident), are not endorsed or guaranteed by any bank and are not insured or
guaranteed by the U.S. government, the Federal Deposit Insurance Corporation,
the Federal Reserve Board, or any other government agency. As investment in any
one or all of the Funds does not necessarily constitute a balanced investment
program for any one investor. Finally, all of the Funds face the risk of Year
2000 readiness.

<S> <C> <C> <C> <C> <C> <C>
- ---------------------------------- ----------- ---------- ---------- ---------- --------- -----------
RISKS LARGE BALANCED SMALL INCOME INCOME MONEY
COMPANY FUND COMPANY EQUITY FUND MARKET
FUND FUND FUND FUND

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

</TABLE>

A complete description of the risks can be found in "Principal Risks of
Investing in the Funds" herein.

SUMMARY OF FUND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
INVESTOR A SHARES of the Funds.

LARGE BALANCED SMALL INCOME INCOME FUNDMONEY
COMPANY FUND COMPANY EQUITY MARKET

FUND FUND FUND FUND

SHAREHOLDER FEES
<S> <C> <C> <C> <C> <C> <C>
Fees Paid Directly From Your Investment
Maximum Sales Charge (Load) Imposed on

Purchases (as a percentage of 4.50% 4.50% 4.50% 4.50% 4.50% None
offering price)
ANNUAL FUND OPERATING EXPENSES
(before waivers/reimbursements)(1)
Expenses That are Deducted From Fund
Assets
(as a percentage of average net assets)
Management Fee 0.80% 0.90%(2) 0.80% 0.95% 0.40% 0.15%
Distribution (12b-1) Fee 0.25% 0.25%(3) 0.25% 0.25%(3) 0.25%(3) 0.25%(3)
Other Expenses % % % % % %
Total Annual Fund Operating Expenses % % % % % %

(1) Although not contractually obligated to do so, the investment adviser waived and Distributor

reimbursed certain amounts during the past fiscal year. These are shown below along with the net
expenses the Funds ACTUALLY PAID for the fiscal year ended December 31, 1998.
Waiver/Reimbursement of Fund Expenses 0% % 0% % % %
Total Actual Annual Fund Operating
Expenses % % % % % %

(After Waivers and Reimbursements)

</TABLE>

(2)The investment adviser voluntarily waived a portion of the Balanced Fund's
management fee. The investment adviser can terminate this voluntary waiver at
any time. The management fee paid (after the voluntary waiver) was 0.80% for
the year ended December 31, 1998.

(3)The distributor voluntarily reimbursed a portion of the distribution fee of
Balanced Fund, Income Equity Fund, Income Fund and Money Market Fund. The
distributor can terminate this voluntary reimbursement at any time. The
distribution fees paid (after the voluntary reimbursement) for the Balanced
Fund, Income Equity Fund, Income Fund and Money Market Fund were 0.22%,
0.22%, 0.19% and 0.10% respectively for the year ended December 31, 1998.

EXAMPLE

The following Example is intended to help you compare the cost of investing in
Investor A Shares of the Funds with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in each Fund's Shares for the time
periods indicated and then redeem all of your Shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year
and that each Fund's Shares operating expenses are BEFORE WAIVERS AND
REIMBURSEMENTS as shown in the Table and remain the same. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
<TABLE>
<CAPTION>

LARGE SMALL INCOME MONEY
- ---------------------------------------------BALANCED COMPANY EQUITY INCOME MARKET
COMPANY FUND FUND FUND FUND FUND
FUND
<S> <C> <C> <C> <C> <C> <C>
1 YEAR $ $ $ $ $ $
3 YEARS $ $ $ $ $ $
5 YEARS $ $ $ $ $ $
10 YEARS $ $ $ $ $ $
- -------------------------------------------

</TABLE>

This table describes the fees and expenses that you may pay if you buy and hold
INVESTOR B SHARES of the Funds.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>

LARGE SMALL
COMPANY BALANCED COMPANY INCOME INCOME
FUND FUND FUND EQUITY FUND
FUND
- -------------------------------------------

SHAREHOLDER FEES

FEES PAID DIRECTLY FROM YOUR INVESTMENT
Maximum Deferred Sales Charge (load)

(as a percentage of original purchase 4.00% 4.00% 4.00% 4.00% 4.00%
price or redemption proceeds, as
applicable)
ANNUAL FUND OPERATING EXPENSES (before

waivers)(1)

EXPENSES THAT ARE DEDUCTED FROM FUND
ASSETS
(as a percentage of average net assets)

Management Fee 0.80% 0.90%(2) 0.80% 0.95% 0.40%
Distribution (12b-1) Fee 1.00% 1.00% 1.00% 1.00% 1.00%
Other Expenses % % % % %
Total Annual Fund Operating Expenses % % % % %

</TABLE>

(1) Although not contractually obligated to do so, the investment adviser
waived a portion of the

Balanced Fund's management fee.. The investment adviser can terminate this
voluntary waiver at any time. This waiver is shown below along with the net
expenses the Balanced Fund ACTUALLY PAID for the fiscal year ended December 31,
1998. The management fee paid (after the voluntary waiver) was 0.80% for the
year ended December 31, 1998.

Waiver of Fund Expenses
Total Actual Annual Fund Operating
Expenses

(After Waivers)

EXAMPLE

The following Example is intended to help you compare the cost of investing in
Investor B Shares of the Funds with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in each Fund's Shares for the time
periods indicated and then redeem all of your Shares at the end of those
periods. Expenses assuming no redemption at the end of the period are also
shown. The Example also assumes that your investment has a 5% return each year
and that each Fund's Shares' operating expenses are BEFORE WAIVERS as shown in
the Table and remain the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:

LARGE SMALL INCOME
- ----------------------------------------- BALANCED COMPANY EQUITY INCOME

COMPANY FUND FUND FUND FUND
FUND

1 YEAR
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------ $ $ $ $
Expenses assuming redemption $ $ $ $ $
Expenses assuming no redemption $

3 YEARS

- ------------------------------------------------------ $ $ $ $
Expenses assuming redemption $ $ $ $ $
Expenses assuming no redemption $

5 YEARS

- ------------------------------------------------------ $ $ $ $
Expenses assuming redemption $ $ $ $ $
Expenses assuming no redemption $

10 YEARS

- ------------------------------------------------------ $ $ $ $
Expenses assuming redemption $ $ $ $ $
Expenses assuming no redemption $
</TABLE>

PRINCIPAL SECURITIES IN WHICH THE FUNDS INVEST

EQUITY SECURITIES

Equity securities represent a share of an issuer's earnings and assets, after
the issuer pays its liabilities. A Fund cannot predict the income it will
receive from equity securities because issuers generally have discretion as to
the payment of any dividends or distributions. However, equity securities offer
greater potential for appreciation than many other types of securities, because
their value increases directly with the value of the issuer's business. The
following describes the types of equity securities in which a Fund may invest.

COMMON STOCKS

Common stocks are the most prevalent type of equity security. Common stocks
receive the issuer's earnings after the issuer pays its creditors and any
preferred stockholders. As a result, changes in an issuer's earnings
directly influence the value of its common stock. PREFERRED STOCKS Preferred
stocks have the right to receive specified dividends or distributions before
the issuer makes payments on its common stock. Some preferred stocks also
participate in dividends and distributions paid on common stock. Preferred
stocks may also permit the issuer to redeem the stock.

FIXED INCOME SECURITIES

Fixed income securities pay interest, dividends or distributions at a specified
rate. The rate may be a fixed percentage of the principal or adjusted
periodically. In addition, the issuer of a fixed income security must repay the
principal amount of the security, normally within a specified time. Fixed income
securities provide more regular income than equity securities. However, the
returns on fixed income securities are limited and normally do not increase with
the issuer's earnings. This limits the potential appreciation of fixed income
securities as compared to equity securities. A security's yield measures the
annual income earned on a security as a percentage of its price. A security's
yield will increase or decrease depending upon whether it costs less (a
discount) or more (a premium) than the principal amount. If the issuer may
redeem the security before its scheduled maturity, the price and yield on a
discount or premium security may change based upon the probability of an early
redemption. Securities with higher risks generally have higher yields. The
following describes the types of fixed income securities in which a Fund may
invest.

TREASURY SECURITIES

Treasury securities are direct obligations of the federal government of the
United States. Treasury securities are generally regarded as having the
lowest CREDIT RISK. AGENCY SECURITIES Agency securities are issued or
guaranteed by a federal agency or other government sponsored entity acting
under federal authority (an agency). The United States Treasury supports
some agencies with its full, faith and credit. Other agencies receive
support through federal subsidies, loans or other benefits. A few agencies
have no explicit financial support from the United States Treasury, but are
regarded as having implied support because the federal government sponsors
their activities. Agency securities are generally regarded as having low
credit risks, but not as low as treasury securities. A Fund treats mortgage
backed securities guaranteed by agencies as agency securities. Although an
agency guarantee protects against credit risks, it does not reduce the
MARKET AND PREPAYMENT RISKS of these mortgage backed securities. MORTGAGE
BACKED SECURITIES Mortgage backed securities represent interests in pools of
mortgages. The mortgages that comprise a pool normally have similar interest
rates, maturities and other terms. Mortgages may have fixed or adjustable
interest rates. Interests in pools of adjustable rate mortgages are known as
ARMs. Mortgage backed securities come in a variety of forms. Many have
extremely complicated terms. The simplest form of mortgage backed securities
are pass-through certificates. An issuer of pass-through certificates
gathers monthly payments from an underlying pool of mortgages. Then, the
issuer deducts its fees and expenses and passes the balance of the payments
onto the certificate holders once a month. Holders of pass-through
certificates receive a pro rata share of all payments and pre-payments from
the underlying mortgages. As a result, the holders assume all the PREPAYMENT
RISKS of the underlying mortgages. ASSET BACKED SECURITIES Asset backed
securities are payable from pools of obligations other than mortgages. Most
asset backed securities involve consumer or commercial debts with maturities
of less than ten years. However, almost any type of fixed income assets
(including other fixed income securities) may be used to create an asset
backed security. Asset backed securities may take the form of commercial
paper, notes, or pass through certificates. Asset backed securities have
PREPAYMENT RISKS. BANK INSTRUMENTS Bank instruments are unsecured interest
bearing deposits with banks. Bank instruments include bank accounts, time
deposits, certificates of deposit and banker's acceptances. Yankee
instruments are denominated in U.S. dollars and issued by U.S. branches of
foreign banks. Eurodollar instruments are denominated in U.S. dollars and
issued by non-U.S. branches of U.S. or foreign banks.

<PAGE>

CONVERTIBLE SECURITIES

Convertible securities are fixed income securities that a Fund has the option to
exchange for equity securities at a specified conversion price. The option
allows a Fund to realize additional returns if the market price of the
under-lying equity securities exceeds the conversion price. For example, a Fund
may hold fixed income securities that are convertible into shares of common
stock at a conversion price of $10 per share. If the market value of the shares
of common stock reached $12, a Fund could realize an additional $2 per share by
converting its fixed income securities. Convertible securities have lower yields
than comparable fixed income securities. In addition, at the time a convertible
security is issued the conversion price exceeds the market value of the
underlying equity securities. Thus, convertible securities may provide lower
returns than non-convertible fixed income securities or equity securities
depending upon changes in the price of the underlying equity securities.
However, convertible securities permit a Fund to realize some of the potential
appreciation of the underlying equity securities with less risk of losing its
initial investment. The Funds treat convertible securities as equity securities
for purposes of their investment policies and limitations, because of their
unique characteristics. FOREIGN SECURITIES Foreign securities are securities of
issuers based outside the United States. The Funds consider an issuer to be
based outside the United States if: o it is organized under the laws of, or has
a principal office located in, another country; o the principal trading market
for its securities is in another country; or o it (or its subsidiaries) derived
in its most current fiscal year at least 50% of its total assets,
capitalization, gross revenue or profit from goods produced,

services performed, or sales made in another country.

Foreign securities are primarily denominated in foreign currencies. Along with
the risks normally associated with domestic securities of the same type, foreign
securities are subject to CURRENCY RISKS AND RISKS OF FOREIGN INVESTING.

DEPOSITARY RECEIPTS

Depositary receipts represent interests in underlying securities issued by a
foreign company. Depositary receipts are not traded in the same market as
the underlying security. The foreign securities underlying American
Depositary Receipts (ADRs) are traded in the United States. ADRs provide a
way to buy shares of foreign-based companies in the United States rather
than in overseas markets. ADRs are also traded in U.S. dollars, eliminating
the need for foreign exchange transactions. The foreign securities
underlying European Depositary Receipts (EDRs), Global Depositary Receipts
(GDRs), and International Depositary Receipts (IDRs), are traded globally or
outside the United States. Depositary receipts involve many of the same
risks of investing directly in foreign securities, including CURRENCY RISKS
AND RISKS OF FOREIGN INVESTING.

REPURCHASE AGREEMENTS

Repurchase agreements are transactions in which a Fund buys a security from a
dealer or bank and agrees to sell the security back at a mutually agreed upon
time and price. The repurchase price exceeds the sale price, reflecting a Fund's
return on the transaction. This return is unrelated to the interest rate on the
underlying security. A Fund will enter into repurchase agreements only with
banks and other recognized financial institutions, such as securities dealers,
deemed creditworthy by the investment adviser. The Funds' custodian will take
possession of the securities subject to repurchase agreements. The investment
adviser will monitor the value of the underlying security each day to ensure
that the value of the security always equals or exceeds the repurchase price.
Repurchase agreements are subject to CREDIT RISKS. TEMPORARY DEFENSIVE
INVESTMENTS To minimize potential losses and maintain liquidity necessary to
meet shareholder redemptions during adverse market conditions, each of the Funds
(except the Money Market Fund) may temporarily depart from its principal
investment strategy by investing up to 100% of Fund assets in cash or
short-term, high quality money market instruments (e.g. commercial paper,
repurchase agreements, etc.). This may cause a Fund to temporarily forgo greater
investment returns for the safety of principal and fail to meet its investment
objective.

<PAGE>

INVESTMENT RATINGS

The Funds (other than the Money Market Fund) may invest in securities rated
investment grade. The investment adviser will determine whether a security is
investment grade based upon the credit ratings given by one or more nationally
recognized rating services. For example, Standard and Poor's, a rating service,
assigns ratings to investment grade securities (AAA, AA, A, and BBB) based on
their assessment of the likelihood of the issuer's inability to pay interest or
principal (default) when due on each security. Lower credit ratings correspond
to higher credit risk. If a security has not received a rating, the Fund must
rely entirely upon the investment adviser's credit assessment of the security is
comparable to investment grade.

Some securities in which the Funds (other than Money Market Fund) invest will be
rated in the lowest investment grade category (BBB). Securities rated BBB by
Standard and Poor's have speculative characteristics. Unrated securities will be
determined by the investment adviser to be of like quality and may have greater
risk (but a potentially higher yield) than comparable rated securities. If a
security is downgraded, the investment adviser will re-evaluate the security and
determine whether or not the security remains an acceptable investment.

The Securities in which the Money Market Fund invests must be rated in one of
the two highest short-term rating categories by one or more nationally
recognized rating services or be of comparable quality to securities having such
ratings.

PORTFOLIO TURNOVER

Each Fund does not intend to invest for the purpose of seeking short-term
profits. Securities of each Fund (except Money Market Fund) will be sold without
regard to the length of time they have been held when the Funds' investment
adviser believes it is appropriate to do so in light of a Fund's investment
objective. A higher portfolio turnover rate involves greater transaction
expenses which must be borne directly by a Fund (and thus, indirectly by its
shareholders), and affect Fund performance. In addition, a high rate of
portfolio turnover may result in the realization of larger amounts of capital
gains which, when distributed to that Fund's shareholders, are taxable to them.

RISKS OF INVESTING IN THE FUNDS

STOCK MARKET RISKS

o The value of equity securities in a Fund's portfolio will rise and fall.
These fluctuations could be a sustained trend or a drastic movement. The
Fund's portfolio will reflect changes in prices of individual portfolio
stocks or general changes in stock valuations. Consequently, the Fund's
share price may decline.

o The investment adviser attempts to manage market risk by limiting the amount
a Fund invests in each company's equity securities. However, diversification
will not protect a Fund against widespread or prolonged declines in the
stock market.

BOND MARKET RISKS

o Prices of fixed income securities rise and fall in response to interest rate
changes for similar securities. Generally, when interest rates rise, prices
of fixed income securities fall.

O Interest rate changes have a greater effect on the price of fixed income
securities with longer durations. Duration measures the price sensitivity of
a fixed income security to changes in interest rates.

RISKS RELATED TO COMPANY SIZE

o Generally, the smaller the market capitalization of a company, the fewer the
number of shares traded daily, the less liquid its stock and the more
volatile its price. Market capitalization is determined by multiplying the
number of its outstanding shares by the current market price per share.

o Companies with smaller market capitalizations also tend to have unproven
track records, a limited product or service base and limited access to
capital. These factors also increase risks and make these companies more
likely to fail than larger, well capitalized companies.

CURRENCY RISKS

o Exchange rates for currencies fluctuate daily. The combination of currency
risk and market risk tends to make securities traded in foreign markets more
volatile than securities traded exclusively in the U.S.

o The investment adviser attempts to manage currency risk by limiting the
amount the Fund invests in securities denominated in a particular currency.
However, diversification will not protect the Fund against a general
increase in the value of the U.S. dollar relative to other currencies.

RISKS OF FOREIGN INVESTING

o Foreign securities pose additional risks because foreign economic or
political conditions may be less favorable than those of the United States.
Securities in foreign markets may also be subject to taxation policies that
reduce returns for U.S. investors.

o Foreign countries may have restrictions on foreign ownership or may impose
exchange controls, capital flow restrictions or repatriation restrictions
which could adversely affect the Fund's investments.

o Foreign financial markets may have fewer investor protections than U.S.
markets. For instance, there may be less publicly available information
about foreign companies, and the information that is available may be
difficult to obtain or may not be current. In addition, foreign countries
may lack financial controls and reporting standards, or regulatory
requirements, comparable to those applicable to U.S. companies.

o Due to these risk factors, foreign securities may be more volatile and less
liquid than similar securities traded in the U.S. CREDIT RISKS o Credit risk is
the possibility that an issuer will default on a security by failing to pay
interest or principal when due. If an issuer defaults, the Fund will lose

money.

o Credit risk includes the possibility that a party to a transaction involving
the Fund will fail to meet its obligations. This could cause the Fund to
lose the benefit of the transaction or prevent the Fund from selling or
buying other securities to implement its investment strategy.

o Many fixed income securities receive credit ratings from services such as
Standard & Poor's and Moody's Investor Services. These services assign
ratings to securities by assessing the likelihood of issuer default. Lower
credit ratings correspond to higher credit risk. If a security has not
received a rating, the Fund must rely entirely upon the investment adviser's
credit assessment.

o Fixed income securities generally compensate for greater credit risk by
paying interest at a higher rate. The difference between the yield of a
security and the yield of a U.S. Treasury security with a comparable
maturity (the spread) measures the additional interest paid for risk.
Spreads may increase generally in response to adverse economic or market
conditions. A security's spread may also increase if the security's rating
is lowered, or the security is perceived to have an increased credit risk.
An increase in the spread will cause the price of the security to decline.

CALL RISKS

o Call risk is the possibility that an issuer may redeem a fixed income
security before maturity (a call) at a price below its current market price.
An increase in the likelihood of a call may reduce the security's price.

o If a fixed income security is called, the Fund may have to reinvest the
proceeds in other fixed income securities with lower interest rates, higher
credit risks, or other less favorable characteristics.

PREPAYMENT RISKS

o Generally, homeowners have the option to prepay their mortgages at any time
without penalty. Homeowners frequently refinance high interest rate
mortgages when mortgage rates fall. This results in the prepayment of
mortgage backed securities with higher interest rates. Conversely,
prepayments due to refinancings decrease when mortgage rates increase. This
extends the life of mortgage backed securities with lower interest rates. As
a result, increases in prepayments of high interest rate mortgage backed
securities, or decreases in prepayments of lower interest rate mortgage
backed securities, may reduce their yield and price. This relationship
between interest rates and mortgage prepayments makes the price of mortgage
backed securities more volatile than most other types of fixed income
securities with comparable credit risks.

YEAR 2000 READINESS

The "Year 2000" problem is the potential for computer errors or failures because
certain computer systems may be unable to interpret dates after December 31,
1999. The Year 2000 problem may cause systems to process information incorrectly
and could disrupt businesses that rely on computers, like the Funds. While it is
impossible to determine in advance all of the risks to the Funds, the Funds
could experience interruptions in basic financial and operational functions.
Fund shareholders could experience errors or disruptions in Fund share
transactions or Fund communications. The Funds' service providers are making
changes to their computer systems to attempt to fix any Year 2000 problems. In
addition, they are working to gather information from third-party providers to
determine their Year 2000 readiness.

Year 2000 problems would also increase the risks of the Funds' investments.
To assess the potential effect of the Year 2000 problem, the investment adviser
is reviewing information regarding the Year 2000 readiness of issuers of
securities the Fund may purchase. However, this may be difficult with certain
issuers. For example, funds dealing with foreign service providers or investing
in foreign securities will have difficulty determining the Year 2000 readiness
of those entities. This is especially true of entities or issuers in emerging
markets.

The financial impact of these issues for the Funds is still being
determined. There can be no assurance that potential Year 2000 problems would
not have a material adverse effect on the Funds.

WHAT DO SHARES COST?

You can purchase, redeem, or exchange Shares any day the New York Stock
Exchange (NYSE) is open. When a Fund receives your transaction request in proper
from, it is processed at the next determined net asset value (NAV) plus any
applicable sales charge (the Public Offering Price). There is no sales charge
when you purchase Shares of the Money Market Fund.

NAV for each of the Funds is determined at the end of regular trading
(normally 4:00 p.m. Eastern time) each day the NYSE is open. The NAV for the
Money Market Fund is expected to be $1.00 per Share.

The value of Fund Shares (except Money Market Fund) is generally determined
based upon the market value of portfolio securities (less that Fund's
liablities). However, the Funds' Board may determine in good faith that another
method of valuing investments is necessary to appraise their fair market value.

The value of the Money Market Fund's Shares is determined by amortized cost.
Under this method, portfolio instruments are valued at the acquisition cost as
adjusted for amortization of premium or accumulation of discount rather than at
current market value.

o The required minimum initial investment for Fund Shares is $1,000.

o The required subsequent investment amount is $100.

o The required minimum initial investment for retirement investments is $500.

Minimum investment amounts may be waived for employees of The Provident Bank and
the distributor.

The following tables summarize the maximum sales charges, if any, that you will
pay on an investment in a Fund. Keep in mind that investment professionals may
charge you fees for their services in connection with your Share transactions.

SALES CHARGE WHEN YOU PURCHASE-INVESTOR A SHARES

Investor A Shares of ALL FUNDS are sold at their NAV next determined after
an order is received plus a sales charge (except the Money Market Fund, which
does not have a sales charge) as follows:

- ----------------------------------- ---------------------- -------------------
PURCHASE AMOUNT SALES CHARGE AS A SALES CHARGE AS A
PERCENTAGE OF PUBLIC PERCENTAGE OF NAV

OFFERING PRICE

- ----------------------------------- ---------------------- -----------------
- ----------------------------------- ---------------------- -----------------
Less than $100,000 4.50% 4.71%
- ----------------------------------- ---------------------- -----------------
- ----------------------------------- ---------------------- -----------------
$100,000 but less than $250,000 3.50% 3.63%
- ----------------------------------- ---------------------- -----------------
- ----------------------------------- ---------------------- -----------------
$250,000 but less than $500,000 2.50% 2.56%
- ----------------------------------- ---------------------- -----------------
- ----------------------------------- ---------------------- -----------------
$500,000 but less than $1 million 1.50% 1.52%
- ----------------------------------- ---------------------- -----------------
- ----------------------------------- ---------------------- -----------------
$1 million or greater 0.00% 0.00%
- ----------------------------------- ---------------------- -----------------

THE SALES CHARGE AT PURCHASE MAY BE REDUCED OR ELIMINATED BY:

o quantity purchases of Shares;

o combining concurrent purchases of Shares made by you, your spouse, or your
children under age 21;

o accumulating purchases (in calculating the sales charge on an additional
purchase, include the current value of previous Share purchases still
invested in the Fund); or

o signing a letter of intent to purchase at least $100,000 in Shares within
13 months (call the Funds for an application and more information). THE
SALES CHARGE WILL BE ELIMINATED WHEN YOU PURCHASE SHARES:

o within 30 days of redeeming Shares of an equal or lesser amount;

o by exchanging Shares from the same share class of another Riverfront Fund
(other than the Money Market Fund); o through wrap accounts or other investment
programs where you pay the investment professional directly for services; o
personal trust, employee benefit, agency and custodial (other than IRA) clients
of Provident; o through investment professionals that receive no portion of the
sales charge; or

o as a Trustee, officer or employee of the Funds, the investment adviser, the
Distributor, and their affiliates, and the immediate family members of these
individuals. If your purchase qualifies, you or your investment professional
must notify the Funds' Distributor at the time of purchase to reduce or
eliminate the sales charge. If the Distributor is not notified, you will receive
the reduced sales charge only on the additional purchases, and not retroactively
on previous purchases.

SALES CHARGE WHEN YOU REDEEM-INVESTOR B SHARES

Your redemption proceeds may be reduced by a sales charge commonly referred
to as a contingent deferred sales charge (CDSC). Investor B Shares are not
offered by the Money Market Fund.

- ----------------------- ------------
SHARES HELD UP TO: CDSC

- ----------------------- ------------
- ----------------------- ------------
1 year 4.00%
- ----------------------- ------------
- ----------------------- ------------
2 years 4.00%
- ----------------------- ------------
- ----------------------- ------------
3 years 4.00%
- ----------------------- ------------
- ----------------------- ------------
4 years 3.00%
- ----------------------- ------------
- ----------------------- ------------
5 years 2.00%
- ----------------------- ------------
- ----------------------- ------------
6 years 1.00%
- ----------------------- ------------
- ----------------------- ------------
7 years or more 0.00%
- ----------------------- ------------

Investor B Shares will convert to Investor A Shares approximately eight years
after purchase. YOU WILL NOT BE CHARGED A CDSC WHEN REDEEMING SHARES:

o purchased with reinvested dividends or capital gains;

o purchased within 30 days of redeeming Shares of an equal or lesser amount;

o that you exchanged into the same share class of another Riverfront Fund
where the Shares were held for the applicable CDSC holding period (other
than the Money Market Fund);

o purchased through investment professionals that did not receive advanced sales
payments; or o if, after you purchased Shares, you became disabled as defined by
the IRS.

If your redemption qualifies, you or your investment professional must notify
the Distributor at the time of redemption to eliminate the CDSC. If the
Distributor is not notified, the CDSC will apply.

TO KEEP THE SALES CHARGE AS LOW AS POSSIBLE, THE FUNDS REDEEM YOUR SHARES
IN THIS ORDER:

o Shares that are not subject to a CDSC;

o Shares held the longest (to determine the number of years your Shares have
been held, include the time you held shares of other Riverfront Funds that
have been exchanged for Shares of this Fund); and

o then, the CDSC is calculated using the share price at the time of purchase
or redemption, whichever is lower.

Orders for $250,000 or more will be invested in Investor A Shares instead of
Investor B Shares to maximize return and minimize sales charges and marketing
fees. Accounts held in the name of an investment professional may be treated
differently.

HOW ARE THE FUNDS SOLD?

The Funds offer two share classes: Investor A Shares and Investor B Shares,
each representing interests in a single portfolio of securities. The Money
Market Fund does not offer Investor B Shares.

The Funds' Distributor, Edgewood Services, Inc. (Distributor) markets the
Shares described in this prospectus to institutions and individuals, directly or
through investment professionals, including customers of Provident. When the
Distributor receives sales charges and marketing fees, it may pay some or all of
them to investment

professionals. The Distributor and its affiliates may pay out of their assets
other amounts (including items of material value) to investment professionals
for marketing and servicing Shares. The Distributor is a subsidiary of Federated
Investors, Inc. RULE 12B-1 PLANS The Funds have adopted Rule 12b-1 Plans, which
allow them to pay marketing fees to the Distributor and investment professionals
for the sale, distribution and customer servicing of the Funds' Investor A and
Investor B Shares. Because these Shares pay marketing fees on an ongoing basis,
your investment cost may be higher over time than

other shares with different sales charges and marketing fees.

HOW DO I PURCHASE SHARES?

Shares of each Fund may be purchased through an investment professional or
directly from the Funds.

The Funds reserve the right to reject any request to purchase Shares.
THROUGH AN INVESTMENT PROFESSIONAL
o Establish an account with the investment professional; and

o For all Funds except the Money Market Fund, submit your purchase order to
the investment professional before the end of regular trading on the NYSE
(normally 4:00 p.m. Eastern time). You will receive the next calculated NAV
if the investment professional forwards the order to the Fund on the same
day and the Fund receives payment by 3:00 p.m. (Eastern time) on the next
business day following the order. You will become the owner of Shares and
receive dividends when the Fund receives your payment.

o For the Money Market Fund submit your purchase order to the investment
professional before 12:00 noon (Eastern time). You will receive that day's
dividend if the investment professional forwards the order to the Fund
before 12:00 noon (Eastern time) and the Fund receives payment by 4:00 p.m.
(Eastern time). You will become the owner of Shares and receive dividends
when the Fund receives your payment.

Investment Professionals should send payments according to the instructions in
the sections "By Wire" or "By Check." DIRECTLY FROM THE FUNDS

To establish your account with a Fund
o Submit a completed account application; and

o Send your payment to the Fund by Federal Reserve wire or by check.

You will become the owner of Shares and your Shares (other than Shares of the
Money Market Fund) will be priced at the next calculated NAV after the Fund
receives your wire or your check. If your check does not clear, your purchase
will be canceled and you could be liable for any losses or fees the Fund or its
transfer agent incurs. After establishing an account, an institution may place
an order by calling the Funds and the Shares (other than Shares of the Money
Market Fund) will be priced at the next calculated NAV after the Funds receive
the order. BY WIRE You or your investment professional must telephone Provident
at 1-800-424-2295 and provide the following information: o The name of the Fund
in which you wish to invest; o your name, address, telephone number and tax
identification number; o the dollar amount of the wire; o the name of the
institution wiring the funds. Provident will provide you with a Fund account
number. Then, send your wire to: The Provident Bank Cincinnati, OH ABA:
042000424 Mutual Fund Services Account 0895-261 For Further Credit to: (Fund
Name) of The Riverfront Funds Fund Account Number Account Name You cannot
purchase Shares by wire on holidays when wire transfers are restricted.

<PAGE>

BY CHECK

Make your check payable to the appropriate Fund and mail it together with a
completed account application to:

The Riverfront Funds
c/o The Provident Bank
Mutual Fund Services

P.O. Box 14967
Cincinnati, OH 45250-0967

If you have already established an account with the Funds you do not need
to mail an account application but must note your account number on the check.
If you send your check by a PRIVATE COURIER OR OVERNIGHT DELIVERY SERVICE that
requires a street address, mail it to:

The Provident Bank

Shareholder Services MS 668-D
309 Vine Street

Cincinnati, OH 45202

Payment should be made in U.S. dollars and drawn on a U.S. bank. The Funds
will not accept third-party checks (checks originally made payable to someone
other than you or the Fund). For the Money Market Fund, orders by mail are
considered received when payment by check is converted into federal funds
(normally the business day after the check is received) and Shares begin earning
dividends the next day.

Shares of the Funds may be purchased through electronic funds transfer
(EFT). See your account application for details.

PURCHASES THROUGH AN EXCHANGE

You may purchase Shares through an exchange from the same Share class of another
Riverfront Fund. You must meet the minimum initial investment requirement for
purchasing Shares and both accounts must have identical registrations. Shares
purchased by check are eligible for exchange after 15 days.

SYSTEMATIC INVESTMENT PLAN Once you have opened an account, you may
automatically purchase additional Shares on a regular basis by completing the
Systematic Investment Plan section of your account registration or by contacting
the Funds or your investment professional. Once proper authorization is given,
your bank account will be debited on the date specified to purchase shares of a
Fund. The sales charge will be waived for investments made under this Plan.

RETIREMENT INVESTMENTS

You may purchase Shares as retirement investments (such as IRAs). For more
information, call the Funds at 1-800-424-2295 or your investment professional or
write the Funds at:

Mutual Fund Services
P.O. Box 14967
Cincinnati, OH 45250-0967

We suggest that you discuss retirement investments with your tax adviser. You
may be subject to an annual IRA account fee and termination fee. HOW DO I REDEEM
SHARES?

Each Fund redeems Shares at its NAV next determined after the Fund receives
the redemption request in proper form plus any applicable CDSC. Shares may be
redeemed directly from the Funds by mail or by telephone or through an
investment professional.

BY MAIL

Send your written redemption request including your name, the Fund's name,
your account number and the Share or dollar amount requested to:

The Riverfront Funds
c/o The Provident Bank
Mutual Fund Services
P.O. Box 14967
Cincinnati, OH 45250-0967

<PAGE>

BY TELEPHONE

If you have completed the proper authorization form on your account application
you may also redeem Shares by calling the Funds at 1-800-424-2295. The dollar
amount of the telephone redemption may not exceed $50,000. Your telephone
instructions may be recorded. If the Funds do not follow reasonable procedures,
they may be liable for losses due to unauthorized or fraudulent telephone
instructions. Redemptions by telephone will only be permitted if the address and
bank account of record have been the same for at least 30 days. If your account
is through an investment professional, contact your investment professional for
instructions on how to redeem shares. SIGNATURE GUARANTEES You must have a
signature guarantee on written redemption requests:

o when you are requesting a redemption of $50,000 or more;

o when you want a redemption to be sent to an address other than the one you
have on record with the Fund; or o when you want the redemption payable to
someone other than the shareholder of record.

Your signature can be guaranteed by any federally insured financial institution
(such as a bank or credit union) or a broker-dealer that is a domestic stock
exchange member, BUT NOT BY A NOTARY PUBLIC. LIMITATIONS ON REDEMPTION PROCEEDS
Redemption proceeds normally are mailed within one business day after receiving
a request in proper form. However, payment may be delayed up to seven days:

o to allow your purchase payment to clear;
o during periods of market volatility; or

o when a shareholder's trade activity or amount adversely impacts a Fund's
ability to manage its assets.

REDEMPTION IN KIND

Although the Funds intend to pay Share redemptions in cash, they reserve the
right to pay the redemption price in whole or in part by a distribution of a
Fund's portfolio securities. AUTOMATIC WITHDRAWAL PLAN The Automatic Withdrawal
Plan allows you to automatically redeem Shares monthly or quarterly if your
account has a value of at least $10,000 in Investor A Shares or

Investor B Shares. Each redemption must be at least $100 and no more than:

o 1.5% per month or 4.5% per quarter of the total net asset value of the Fund's
Investor A Shares in the account when the Plan is opened; or o 0.833% per month
or 2.5% per quarter of the total net asset value of the Fund's Investor B Shares
in the account when the Plan is opened, as applicable. This program may reduce,
and eventually deplete, your account and payments should not be considered yield
or income. Due to the fact that Investor A Shares are sold with an initial sales
charge, it is not advisable for you to purchase Investor A Shares while
participating in this Plan.

The CDSC will be waived on automatic redemptions of Investor B Shares.

CHECKWRITING

If requested on your account application, and if you have your account directly
with the Funds through the Distributor (not through an investment professional),
the Money Market Fund will establish a checking account for you with Provident
free of charge. Checks may be drawn for $250 or more payable to anyone. Your
account will continue to receive the daily dividend declared on the Shares being
redeemed until the check is presented for payment. Since the aggregate amount in
your account changes each day because of the daily dividend, you should not
attempt to withdraw the full amount in your account by using a check.

<PAGE>

HOW DO I EXCHANGE SHARES?

You may exchange Shares of a Fund for Shares of the same class of another
Fund at NAV and without a sales charge, provided you meet the $1,000 minimum
investment requirement.

To exchange Shares call the Funds at 1-800-424-2295 or write the Funds at:

The Riverfront Funds
c/o The Provident Bank
Mutual Funds Services

P.O. Box 14967
Cincinnati, OH 45250-0967.

An exchange is treated as a redemption and subsequent purchase, and is
therefore a taxable transaction. An exchange must comply with the requirements
for a redemption,
including signature guarantees, and must specify the dollar value or number of
Shares to be exchanged.

Your telephone instructions may be recorded. If the Funds do not follow
reasonable procedures, they may be liable for losses due to unauthorized or
fraudulent telephone instructions.

Effective July 1, 1998, exchanges of Investor B Shares of a Fund for Shares of
the Money Market Fund are no longer permitted.

The Funds may modify or terminate the exchange privilege at any time.
Shareholders will be given 60 days' notice of the modification or termination of
the exchange privilege. Excessive trading may be detrimental to a Fund and other
shareholders, as such, exchanges are limited to five per year or three per
calendar quarter.

ACCOUNT AND SHARE INFORMATION

CONFIRMATIONS AND ACCOUNT STATEMENTS

You will receive confirmation of purchases, redemptions (except redemptions
effected by checkwriting) and exchanges, including systematic transactions. In
addition, you will receive periodic statements reporting all account activity,
dividends and capital gains paid.

SHARE CERTIFICATES

The Funds do not issue share certificates.

DIVIDENDS AND CAPITAL GAINS

The Money Market Fund declares any dividends daily and pays them monthly to
shareholders. If you purchase Shares by wire you begin earning dividends on the
day your wire is received, provided you have notified the Fund prior to 12:00
noon (Eastern time). If you purchase Shares by check, you begin earning
dividends on the business day after the Fund receives your check. In either
case, you earn dividends through the day your redemption request is received.
The Small Company Fund declares and pays any dividends semi-annually. The
remaining Funds declare and pay dividends monthly. Dividends are paid to all
shareholders invested in a Fund on the record date. The record date is the date
on which a shareholder must officially own Shares in order to earn a dividend.
In addition, the Funds pay any capital gains at least annually. Your dividends
and capital gains distributions will be automatically reinvested in additional
Shares without a sales charge, unless you elect cash payments. If you purchase
Shares just before a Fund declares a dividend or capital gain distribution, you
will pay the full price for the Shares and then receive a portion of the price
back in the form of a distribution, whether or not you reinvest the distribution
in Shares. Therefore, you should consider the tax implications of purchasing
Shares shortly before the Fund declares a dividend or capital gain. ACCOUNTS
WITH LOW BALANCES Due to the high cost of maintaining accounts with low
balances, accounts may be closed if redemptions or exchanges cause the account
balance to fall below $500. Before an account is closed, the shareholder will be
notified and allowed 45 days to purchase additional Shares to increase the
balance over $500.

<PAGE>

TAX INFORMATION

The Funds send you an annual statement of your account activity to assist
you in completing your federal, state and local tax returns. Fund distributions
of dividends and capital gains are taxable to you whether paid in cash or
reinvested in a Fund. Dividends are taxable as ordinary income; capital gains
are taxable at different rates depending on the length of time the Fund holds
its assets.

Fund distributions for the Large Company Fund and Small Company Fund are
expected to be primarily capital gains. Fund distributions for the Balanced Fund
and Income Equity Fund are expected to be both dividends and capital gains. Fund
distributions for the Income Fund and Money Market Fund are expected to be
primarily dividends. Redemptions and exchanges are taxable sales.

Please consult your tax adviser regarding your federal, state, and local
tax liability.

WHO MANAGES THE FUNDS?

The Board of Trustees governs the Funds. The Board selects and oversees the
investment adviser, Provident. The investment adviser manages the Funds' assets,
including buying and selling portfolio securities. The investment adviser's
address is One East Fourth Street, Cincinnati, Ohio 45202. The investment
adviser is a subsidiary of Provident Financial Group, Inc., a bank holding
company located in Cincinnati, OH with approximately $8.1 billion in
consolidated assets as of December 31, 1998. The investment adviser has provided
investment advisory services to individual and corporate trust accounts since
1902.

The investment adviser manages the Funds by an investment team approach.

The investment adviser has delegated daily management of some of the assets
of the Income Equity Fund to the Sub-Adviser, DePrince, Race & Zollo, Inc., who
is paid by the investment adviser and not by the Fund. The Sub-Adviser's address
is 201 South Orange Avenue, Suite 850, Orlando, Florida 32801. The Sub-Adviser
provides investment management services to mutual funds and other institutions
and currently manages assets of approximately $2.3 billion. For its services
under an Advisory Contract, the investment adviser receives an advisory fee from
each Fund payable annually in accordance with the following schedule:

- --------------------------- -----------------
PERCENTAGE OF

FUND NAME AVERAGE NET
ASSETS

- --------------------------- -----------------
Money Market Fund 0.15%

- --------------------------- -----------------
- --------------------------- -----------------
Income Fund 0.40%

- --------------------------- -----------------
- --------------------------- -----------------
Income Equity Fund 0.95%

- --------------------------- -----------------
- --------------------------- -----------------
Small Company Fund 0.80%

- --------------------------- -----------------
- --------------------------- -----------------
Large Company Fund 0.80%

- --------------------------- -----------------
- --------------------------- -----------------
Balanced Fund 0.90%

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

FINANCIAL INFORMATION

FINANCIAL HIGHLIGHTS

The following financial highlights are intended to help you understand each
Fund's financial performance for its past five fiscal years, or since inception,
if the life of a Fund is shorter. Some of the information is presented on a per
share basis. Total returns represent the rate an investor would have earned (or
lost) on an investment in a Fund, assuming reinvestment of all dividends and
distributions.

This information has been audited by Ernst & Young LLP, whose report, along with
the Funds' audited financial statements, is included in the Annual Report which
is available upon request free of charge.

TO COME

<PAGE>

THE RIVERFRONT LARGE COMPANY SELECT FUND

THE RIVERFRONT BALANCED FUND

THE RIVERFRONT SMALL COMPANY SELECT FUND

THE RIVERFRONT INCOME EQUITY FUND

THE RIVERFRONT U.S. GOVERNMENT INCOME FUND
THE RIVERFRONT U.S. GOVERNMENT SECURITIES MONEY MARKET FUND

Portfolios of The Riverfront Funds

A Statement of Additional Information (SAI) is incorporated by reference into
this prospectus. Additional information about each Fund's investments is
available in the Funds' annual and semi-annual reports to shareholders. The
annual report discusses market conditions and investment strategies that
significantly affected each Fund's performance during their last fiscal year. To
obtain the SAI, the annual and semi-annual reports and other information without
charge call 1-800-424-2295.

You can obtain information about the Funds (including the SAI) by visiting or
writing the Public Reference Room of the Securities and Exchange Commission in
Washington, DC 20549-6009 or from the Commission's Internet site at
http://www.sec.gov. You can call 1-800-SEC-0330 for information on the Public
Reference Room's operations and copying charges.

Cusips
Product Code (4/99)
SEC File No. 811-6082

THE RIVERFRONT FUNDS

STATEMENT OF ADDITIONAL INFORMATION

APRIL 30, 1999

THE RIVERFRONT LARGE COMPANY SELECT FUND
THE RIVERFRONT BALANCED FUND

THE RIVERFRONT SMALL COMPANY SELECT FUND

THE RIVERFRONT INCOME EQUITY FUND

THE RIVERFRONT U.S. GOVERNMENT INCOME FUND

THE RIVERFRONT U.S. GOVERNMENT SECURITIES MONEY MARKET FUND

INVESTOR A SHARES

INVESTOR B SHARES

This Statement of Additional Information (SAI) is not a prospectus. Read this
SAI in conjunction with the prospectus for the Funds dated April 30, 1999. This
SAI incorporates by reference the Funds' Annual Report. You may obtain the
prospectus or Annual Report without charge by calling 1-800-424-2295.

CONTENTS [TO COME]

HOW ARE THE FUNDS ORGANIZED?

The Riverfront Funds (the Trust) is an open-end, management investment company
that was originally incorporated as a Maryland corporation on March 27, 1990. On
December 29, 1998, The Riverfront Funds, Inc., a Maryland corporation, changed
its form of organization by completing a reorganization with The Riverfront
Funds, an Ohio business trust, organized on October 6, 1996 for such purpose.

The Funds are diversified portfolios of the Trust. The Trust may offer separate
series of shares representing interests in separate portfolios of securities.
The Board of Trustees (the Board) has established two classes of Shares of each
Fund (except Money Market Fund), known as Investor A Shares and Investor B
Shares (Shares). The Money Market Fund does not offer Investor B Shares. This
SAI relates to both classes of Shares.

On January 2, 1997, the Balanced Fund changed its name from The Riverfront
Flexible Growth Fund to The Riverfront Balanced Fund. On December 29, 1998, the
Small Company Fund changed its name from The Riverfront Stock Appreciation Fund
to The Riverfront Small Company Select Fund.

As of September 30, 1995, pursuant to an Agreement and Plan of Reorganization
and Liquidation with MIM Mutual Funds, Inc. ("MIM"): (a) the Money Market Fund
acquired all of the assets and liabilities of the MIM Money Market Fund; (b) the
Income Equity Fund acquired all of the assets and liabilities of the MIM Bond
Income Fund, the MIM Stock Income Fund and the AFA Equity Income Fund; and (c)
the Small Company Fund (at that time named the Stock Appreciation Fund) acquired
all of the assets and liabilities of the MIM Stock Growth Fund and the MIM Stock
Appreciation Fund (collectively, the "Reorganization"). In exchange for such
assets and liabilities, the respective Fund issued a number of its Investor A
Shares equal in value to the net assets of the corresponding MIM Fund acquired
in the Reorganization. For accounting and performance purposes, the MIM Stock
Appreciation Fund is considered to be the predecessor of the Small Company Fund;
therefore, performance and financial information of the Small Company Fund prior
to September 30, 1995, relates to the operations of the MIM Stock Appreciation
Fund prior to the Reorganization.

<PAGE>

SECURITIES IN WHICH THE FUNDS INVEST

Following is a table that indicates which types of securities are a: o P =
PRINCIPAL investment of a Fund; (shaded in chart) o A = ACCEPTABLE (but not
principal) investment of a Fund; or o N = NOT AN ACCEPTABLE investment of a
Fund.
<TABLE>
<CAPTION>

- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
SECURITIES LARGE BALANCED SMALL INCOME INCOME MONEY
COMPANY FUND COMPANY EQUITY FUND MARKET
FUND FUND FUND FUND

- --------------------------------------
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
EQUITY SECURITIES6 P P P P N N
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
COMMON STOCKS P P P P N N
-
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
PREFERRED STOCKS A A N A N N
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
REAL ESTATE INVESTMENT TRUSTS A A A N N N
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
WARRANTS8 A A A A N N
- --------------------------------------
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
FIXED INCOME SECURITIES A P A A P P
- -------------------------------------- ---------- ----------
- -------------------------------------- ----------- ---------- ---------- ----------
TREASURY SECURITIES A A A A A P
- -------------------------------------- ----------- ---------- ---------- ---------- ----------
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
AGENCY SECURITIES A A A A P P
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
CORPORATE DEBT SECURITIES1 A A A A P A
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
COMMERCIAL PAPER2 A A A A A A
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
DEMAND INSTRUMENTS2 A A A A A A
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
NON-INVESTMENT GRADE A N N A N N
SECURITIES7
- -------------------------------------- ----------- ---------- ---------- ---------- ----------
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
MORTGAGE BACKED SECURITIES5 N A N N P N
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
CMOS5 N A N N A N
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
ASSET BACKED SECURITIES5 N A N N A N
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
BANK INSTRUMENTS4 A A A A A A
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
CREDIT ENHANCEMENT6 N N N N A N
- -------------------------------------- ----------- ---------- ---------- ---------- ----------
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
CONVERTIBLE SECURITIES A P N A N N
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
FOREIGN SECURITIES5,9,10 A A A A A N
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
DEPOSITORY RECEIPTS9,10 A A A A N N
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
FOREIGN GOVERNMENT SECURITIES5 N A N N A N
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
DERIVATIVE CONTRACTS A A A A A N
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
FUTURES CONTRACTS A A A A A N
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
OPTIONS A A A A A N
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
SPECIAL TRANSACTIONS A A A A A A
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
REPURCHASE AGREEMENTS3 A A A A A A
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
REVERSE REPURCHASE AGREEMENTS A A A A A N
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
WHEN ISSUED TRANSACTIONS A A N A A A
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
TO BE ANNOUNCED SECURITIES A A N A A A
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
DOLLAR ROLLS N N N N A N
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
SECURITIES LENDING A A N A A A
- -------------------------------------- ----------- ---------- ---------- ---------- ---------- ----------
SECURITIES OF OTHER INVESTMENT A A A A A N
COMPANIES
</TABLE>

- -------------------------------------- ----------- ---------- ----------
---------- ---------- ---------- 1 Each Fund (except the Balanced Fund) may
invest up to 35% of its total assets in such securities with remaining
maturities of one year or less and rated in one of the three highest rating
categories by an NRSRO, or if unrated, determined to be of comparable
quality by the adviser except that with respect to the Money Market Fund,
such securities will have or be deemed to have remaining maturities of
thirteen months or less and will be rated in one of the two highest rating
categories by an NRSRO or, if unrated, are determined to be of comparable
quality by the adviser. The Balanced Fund may invest up to 25% of its total
assets in such securities and in high grade corporate debt securities rated
at the time of purchase in one of the four highest rating categories
assigned by an appropriate NRSRO, or if unrated, are determined to be of
comparable quality by the adviser.

2 Each Fund may invest up to 35% of its total assets in such securities rated
in the highest rating category by an NRSRO or, if unrated, determined to be
of comparable quality by the adviser.

3 Each Fund may invest up to 35% of its total assets in such securities.

4 Each Fund may invest up to 35% of its total assets in bankers' acceptances
which are guaranteed by U.S. commercial banks having total assets at the
time of purchase in excess of $1.5 billion and in certificates of deposit
of domestic and foreign branches of U.S. banks which are members of the
Federal Reserve System or the Federal Deposit Insurance Corporation and
have total assets at the time of purchase in excess of $1.5 billion.

5 The Income Fund may invest up to 35% of its total assets in such securities
which are rated no lower than one of the three highest rating categories by
an NRSRO, or, if unrated, are determined to be of comparable quality by the
adviser.

6 The Income Equity Fund may invest in such securities which are rated in one
of the four highest rating categories by an NRSRO, or, if unrated, are
determined to be of comparable quality by the adviser.

7 The Income Equity Fund and Large Company Fund may invest in such securities
rated no lower than B by an NRSRO or in unrated securities which are deemed
by the adviser or sub-adviser to be of comparable quality. Each Fund
expects to invest less than 5% of its total assets in such securities.

8 The Small Company Fund may not invest more than 5% of its net assets in
such securities.

9 The Large Company Fund expects to invest less than 15% of its total assets
in such securities.

10 The Balanced Fund may invest up to 20% of its total assets in such
securities.

SECURITIES DESCRIPTIONS AND TECHNIQUES

EQUITY SECURITIES

Equity securities represent a share of an issuer's earnings and assets, after
the issuer pays its liabilities. A Funds cannot predict the income it will
receive from equity securities because issuers generally have discretion as to
the payment of any dividends or distributions. However, equity securities offer
greater potential for appreciation than many other types of securities, because
their value increases directly with the value of the issuer's business. The
following describes the types of equity securities in which the Funds may
invest.

COMMON STOCKS

PREFERRED STOCKS

Preferred stocks have the right to receive specified dividends or
distributions before the issuer makes payments on its common stock. Some
preferred stocks also participate in dividends and distributions paid on
common stock. Preferred stocks may also permit the issuer to redeem the
stock. The Funds may also treat such redeemable preferred stock as a fixed
income security.

REAL ESTATE INVESTMENT TRUSTS (REITS)

REITs are real estate investment trusts that lease, operate and finance
commercial real estate. REITs are exempt from federal corporate income tax
if they limit their operations and distribute most of their income. Such tax
requirements limit a REIT's ability to respond to changes in the commercial
real estate market.

WARRANTS

Warrants give a Fund the option to buy the issuer's equity securities at a
specified price (the exercise price) at a specified future date (the
expiration date). A Fund may buy the designated securities by paying the
exercise price before the expiration date. Warrants may become worthless if
the price of the stock does not rise above the exercise price by the
expiration date. This increases the MARKET RISKS of warrants as compared to
the underlying security. Rights are the same as warrants, except companies
typically issue rights to existing stockholders.

FIXED INCOME SECURITIES

A security's yield measures the annual income earned on a security as a
percentage of its price. A security's yield will increase or decrease depending
upon whether it costs less (a discount) or more (a premium) than the principal
amount. If the issuer may redeem the security before its scheduled maturity, the
price and yield on a discount or premium security may change based upon the
probability of an early redemption. Securities with higher risks generally have
higher yields.

The following describes the types of fixed income securities in which the Funds
invest.

TREASURY SECURITIES

Treasury securities are direct obligations of the federal government of the
United States. Treasury securities are generally regarded as having the lowest
credit risks.

AGENCY SECURITIES

Agency securities are issued or guaranteed by a federal agency or other
government sponsored entity acting under federal authority (a GSE). The
United States supports some GSEs with its full, faith and credit. Other GSEs
receive support through federal subsidies, loans or other benefits. A few
GSEs have no explicit financial support, but are regarded as having implied
support because the federal government sponsors their activities. Agency
securities are generally regarded as having low credit risks, but not as low
as treasury securities.

A Fund treats mortgage backed securities guaranteed by GSEs as agency
securities. Although a GSE guarantee protects against credit risks, it does
not reduce the MARKET AND PREPAYMENT RISKS of these mortgage backed
securities.

CORPORATE DEBT SECURITIES

Corporate debt securities are fixed income securities issued by businesses.
Notes, bonds, debentures and commercial paper are the most prevalent types
of corporate debt securities. A Fund may also purchase interests in bank
loans to companies. The CREDIT RISKS of corporate debt securities vary
widely among issuers.

In addition, the credit risk of an issuer's debt security may vary based on
its priority for repayment. For example, higher ranking (senior) debt
securities have a higher priority than lower ranking (subordinated)
securities. This means that the issuer might not make payments on
subordinated securities while continuing to make payments on senior
securities. In addition, in the event of bankruptcy, holders of senior
securities may receive amounts otherwise payable to the holders of
subordinated securities. Some subordinated securities, such as trust
preferred and capital securities notes, also permit the issuer to defer
payments under certain circumstances. For example, insurance companies issue
securities known as surplus notes that permit the insurance company to defer
any payment that would reduce its capital below regulatory requirements.

COMMERCIAL PAPER

Commercial paper is an issuer's obligation with a maturity of less than
nine months. Companies typically issue commercial paper to pay for
current expenditures. Most issuers constantly reissue their commercial
paper and use the proceeds (or bank loans) to repay maturing paper. If
the issuer cannot continue to obtain liquidity in this fashion, its
commercial paper may default. The short maturity of commercial paper
reduces both the MARKET AND CREDIT RISKS as compared to other debt
securities of the same issuer.

DEMAND INSTRUMENTS

Demand instruments are corporate debt securities that the issuer must
repay upon demand. Other demand instruments require a third party, such
as a dealer or bank, to repurchase the security for its face value upon
demand. A Fund treats demand instruments as short-term securities, even
though their stated maturity may extend beyond one year.

MORTGAGE BACKED SECURITIES

Mortgage backed securities represent interests in pools of mortgages. The
mortgages that comprise a pool normally have similar interest rates,
maturities and other terms. Mortgages may have fixed or adjustable interest
rates. Interests in pools of adjustable rate mortgages are known as ARMs.

Mortgage backed securities come in a variety of forms. Many have extremely
complicated terms. The simplest form of mortgage backed securities are
pass-through certificates. An issuer of pass-through certificates gathers
monthly payments from an underlying pool of mortgages. Then, the issuer
deducts its fees and expenses and passes the balance of the payments onto
the certificate holders once a month. Holders of pass-through certificates
receive a pro rata share of all payments and pre-payments from the
underlying mortgages. As a result, the holders assume all the PREPAYMENT
RISKS of the underlying mortgages.

COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS)

CMOs, including interests in real estate mortgage investment conduits
(REMICs), allocate payments and prepayments from an underlying
pass-through certificate among holders of different classes of mortgage
backed securities. This creates different PREPAYMENT AND MARKET RISKS
for each CMO class.

<PAGE>

SEQUENTIAL CMOS

In a sequential pay CMO, one class of CMOs receives all principal
payments and prepayments. The next class of CMOs receives all principal
payments after the first class is paid off. This process repeats for
each sequential class of CMO. As a result, each class of sequential pay
CMOs reduces the prepayment risks of subsequent classes.

PACS, TACS AND COMPANION CLASSES

More sophisticated CMOs include planned amortization classes (PACs) and
targeted amortization classes (TACs). PACs and TACs are issued with
companion classes. PACs and TACs receive principal payments and
prepayments at a specified rate. The companion classes receive principal
payments and prepayments in excess of the specified rate. In addition,
PACs will receive the companion classes' share of principal payments, if
necessary, to cover a shortfall in the prepayment rate. This helps PACs
and TACs to control prepayment risks by increasing the risks to their
companion classes.

IOS AND POS

CMOs may allocate interest payments to one class (Interest Only or IOs)
and principal payments to another class (Principal Only or POs). POs
increase in value when prepayment rates increase. In contrast, IOs
decrease in value when prepayments increase, because the underlying
mortgages generate less interest payments. However, IOs tend to increase
in value when interest rates rise (and prepayments decrease), making IOs
a useful HEDGE against market risks.

Z CLASSES AND RESIDUAL CLASSES

CMOs must allocate all payments received from the underlying mortgages
to some class. To capture any unallocated payments, CMOs generally have
an accrual (Z) class. Z classes do not receive any payments from the
underlying mortgages until all other CMO classes have been paid off.
Once this happens, holders of Z class CMOs receive all payments and
prepayments. Similarly, REMICs have residual interests that receive any
mortgage payments not allocated to another REMIC class.

The degree of increased or decreased prepayment risks depends upon the
structure of the CMOs. However, the actual returns on any type of
mortgage backed security depend upon the performance of the underlying
pool of mortgages, which no one can predict and will vary among pools.

ASSET BACKED SECURITIES

Asset backed securities are payable from pools of obligations other than
mortgages. Most asset backed securities involve consumer or commercial debts
with maturities of less than ten years. However, almost any type of fixed
income assets (including other fixed income securities) may be used to
create an asset backed security. Asset backed securities may take the form
of commercial paper, notes, or pass through certificates. Asset backed
securities have PREPAYMENT RISKS. Like CMOs, asset backed securities may be
structured like IOs and POs.

BANK INSTRUMENTS

Bank instruments are unsecured interest bearing deposits with banks. Bank
instruments include bank accounts, time deposits, certificates of deposit
and banker's acceptances. Yankee instruments are denominated in U.S.
dollars and issued by U.S. branches of foreign banks. Eurodollar
instruments are denominated in U.S. dollars and issued by non-U.S. branches
of U.S. or foreign banks.

CREDIT ENHANCEMENT

Credit enhancement consists of an arrangement in which a company agrees to
pay amounts due on a fixed income security if the issuer defaults. In some
cases the company providing credit enhancement makes all payments directly
to the security holders and receives reimbursement from the issuer.
Normally, the credit enhancer has greater financial resources and liquidity
than the issuer. For this reason, the Adviser usually evaluates the credit
risk of a fixed income security based solely upon its credit enhancement.

Common types of credit enhancement include guarantees, letters of credit,
bond insurance and surety bonds. Credit enhancement also includes
arrangements where securities or other liquid assets secure payment of a
fixed income security. If a default occurs, these assets may be sold and the
proceeds paid to security's holders. Either form of credit enhancement
reduces credit risks by providing another source of payment for a fixed
income security.

CONVERTIBLE SECURITIES

Convertible securities have lower yields than comparable fixed income
securities. In addition, at the time a convertible security is issued the
conversion price exceeds the market value of the underlying equity securities.
Thus, convertible securities may provide lower returns than non-convertible
fixed income securities or equity securities depending upon changes in the price
of the underlying equity securities. However, convertible securities permit a
Fund to realize some of the potential appreciation of the underlying equity
securities with less risk of losing its initial investment.

The Funds treat convertible securities as equity securities for purposes of its
investment policies and limitations, because of their unique characteristics.

FOREIGN SECURITIES

Foreign securities are securities of issuers based outside the United States. A
Fund considers an issuer to be based outside the United States if:

o it is organized under the laws of, or has a principal office located in,
another country;

o the principal trading market for its securities is in another country; or

o it (or its subsidiaries) derived in its most current fiscal year at least
50% of its total assets, capitalization, gross revenue or profit from goods
produced, services performed, or sales made in another country.

DEPOSITARY RECEIPTS

Depositary receipts represent interests in underlying securities issued by a
foreign company. Depositary receipts are not traded in the same market as
the underlying security. The foreign securities underlying American
Depositary Receipts (ADRs) are traded in the United States. ADRs provide a
way to buy shares of foreign-based companies in the United States rather
than in overseas markets. ADRs are also traded in U.S. dollars, eliminating
the need for foreign exchange transactions. Depositary receipts involve many
of the same risks of investing directly in foreign securities, including
CURRENCY RISKS AND RISKS OF FOREIGN INVESTING.

FOREIGN GOVERNMENT SECURITIES

Foreign government securities generally consist of fixed income securities
supported by national, state or provincial governments or similar political
subdivisions. Foreign government securities also include debt obligations of
supranational entities, such as international organizations designed or
supported by governmental entities to promote economic reconstruction or
development, international banking institutions and related government
agencies. Examples of these include, but are not limited to, the
International Bank for Reconstruction and Development (the World Bank), the
Asian Development Bank, the European Investment Bank and the Inter-American
Development Bank.

Foreign government securities also include fixed income securities of
quasi-governmental agencies that are either issued by entities owned by a
national, state or equivalent government or are obligations of a political
unit that are not backed by the national government's full faith and credit.
Further, foreign government securities include mortgage-related securities
issued or guaranteed by national, state or provincial governmental
instrumentalities, including quasi-governmental agencies.

DERIVATIVE CONTRACTS

Derivative contracts are financial instruments that require payments based upon
changes in the values of designated (or underlying) securities, currencies,
commodities, financial indices or other assets. Some derivative contracts (such
as futures, forwards and options) require payments relating to a future trade
involving the underlying asset. Other derivative contracts (such as swaps)
require payments relating to the income or returns from the underlying asset.
The other party to a derivative contract is referred to as a counterparty.

Many derivative contracts are traded on securities or commodities exchanges. In
this case, the exchange sets all the terms of the contract except for the price.
Investors make payments due under their contracts through the exchange. Most
exchanges require investors to maintain margin accounts through their brokers to
cover their potential obligations to the exchange. Parties to the contract make
(or collect) daily payments to the margin accounts to reflect losses (or gains)
in the value of their contracts. This protects investors against potential
defaults by the counterparty. Trading contracts on an exchange also allows
investors to close out their contracts by entering into offsetting contracts.

For example, a Fund could close out an open contract to buy an asset at a future
date by entering into an offsetting contract to sell the same asset on the same
date. If the offsetting sale price is more than the original purchase price, the
Fund realizes a gain; if it is less, the Fund realizes a loss. Exchanges may
limit the amount of open contracts permitted at any one time. Such limits may
prevent a Fund from closing out a position. If this happens, the Fund will be
required to keep the contract open (even if it is losing money on the contract),
and to make any payments required under the contract (even if it has to sell
portfolio securities at unfavorable prices to do so). Inability to close out a
contract could also harm the Fund by preventing it from disposing of or trading
any assets it has been using to secure its obligations under the contract.

A Fund may also trade derivative contracts over-the-counter (OTC) in
transactions negotiated directly between the Fund and the counterparty. OTC
contracts do not necessarily have standard terms, so they cannot be directly
offset with other OTC contracts. In addition, OTC contracts with more
specialized terms may be more difficult to price than exchange traded contracts.

Depending upon how a Fund uses derivative contracts and the relationships
between the market value of a derivative contract and the underlying asset,
derivative contracts may increase or decrease the Fund's exposure to MARKET AND
CURRENCY RISKS, and may also expose a Fund to LIQUIDITY AND LEVERAGE RISKS. OTC
contracts also expose a Fund to CREDIT RISKS in the event that a counterparty
defaults on the contract.

A Fund may trade in the following types of derivative contracts.

FUTURES CONTRACTS

Futures contracts provide for the future sale by one party and purchase by
another party of a specified amount of an underlying asset at a specified
price, date, and time. Entering into a contract to buy an underlying asset
is commonly referred to as buying a contract or holding a long position in
the asset. Entering into a contract to sell an underlying asset is commonly
referred to as selling a contract or holding a short position in the asset.
Futures contracts are considered to be commodity contracts. Futures
contracts traded OTC are frequently referred to as forward contracts.

Each of the Funds (except the Money Market Fund) may buy or sell financial
futures contracts.

The Income Equity Fund and the Large Company Fund may buy or sell equity
index futures contracts.

The Income Fund may buy or sell interest rate futures contracts.

OPTIONS

Options are rights to buy or sell an underlying asset for a specified price
(the exercise price) during, or at the end of, a specified period. A call
option gives the holder (buyer) the right to buy the underlying asset from
the seller (writer) of the option. A put option gives the holder the right
to sell the underlying asset to the writer of the option. The writer of the
option receives a payment, or premium, from the buyer, which the writer
keeps regardless of whether the buyer uses (or exercises) the option.

Each Fund (except the Money Market Fund) may:

o Buy call options on securities indices in anticipation of an increase in
the value of the underlying asset;

o Buy put options on securities indices in anticipation of a decrease in the
value of the underlying asset; and

o Buy or write options to close out existing options positions.

The Funds may also write call options on securities or on futures contracts
regarding securities in which a Fund may invest to generate income from
premiums, and in anticipation of a decrease or only limited increase in the
value of the underlying asset. If a call written by a Fund is exercised, the
Fund foregoes any possible profit from an increase in the market price of
the underlying asset over the exercise price plus the premium received.

The Funds may also write put options on securities or on futures contracts
regarding securities in which a Fund may invest to generate income from
premiums, and in anticipation of an increase or only limited decrease in the
value of the underlying asset. In writing puts, there is a risk that a Fund
may be required to take delivery of the underlying asset when its current
market price is lower than the exercise price.

When a Fund writes options on futures contracts, it will be subject to
margin requirements similar to those applied to futures contracts.

<PAGE>

SPECIAL TRANSACTIONS

REPURCHASE AGREEMENTS

Repurchase agreements are transactions in which the Fund buys a security
from a dealer or bank and agrees to sell the security back at a mutually
agreed upon time and price. The repurchase price exceeds the sale price,
reflecting a Fund's return on the transaction. This return is unrelated to
the interest rate on the underlying security. The Fund will enter into
repurchase agreements only with banks and other recognized financial
institutions, such as securities dealers, deemed creditworthy by the
Adviser.

The Funds' custodian or subcustodian will take possession of the securities
subject to repurchase agreements. The Adviser or subcustodian will monitor
the value of the underlying security each day to ensure that the value of
the security always equals or exceeds the repurchase price.

Repurchase agreements are subject to CREDIT RISKS.

REVERSE REPURCHASE AGREEMENTS

Reverse repurchase agreements are repurchase agreements in which the Fund is
the seller (rather than the buyer) of the securities, and agrees to
repurchase them at an agreed upon time and price. A reverse repurchase
agreement may be viewed as a type of borrowing by the Fund. Reverse
repurchase agreements are subject to CREDIT risks. In addition, reverse
repurchase agreements create LEVERAGE RISKS because the Fund must repurchase
the underlying security at a higher price, regardless of the market value of
the security at the time of repurchase.

DELAYED DELIVERY TRANSACTIONS

Delayed delivery transactions, including when issued transactions, are
arrangements in which the Fund buys securities for a set price, with payment
and delivery of the securities scheduled for a future time. During the
period between purchase and settlement, no payment is made by the Fund to
the issuer and no interest accrues to the Fund. The Fund records the
transaction when it agrees to buy the securities and reflects their value in
determining the price of its shares. Settlement dates may be a month or more
after entering into these transactions so that the market values of the
securities bought may vary from the purchase prices. Therefore, delayed
delivery transactions create MARKET RISKS for the Fund. Delayed delivery
transactions also involve CREDIT RISKS in the event of a counterparty
default.

TO BE ANNOUNCED SECURITIES (TBAS)

As with other delayed delivery transactions, a seller agrees to issue a
TBA security at a future date. However, the seller does not specify the
particular securities to be delivered. Instead, the Fund agrees to
accept any security that meets specified terms. For example, in a TBA
mortgage backed transaction, the Fund and the seller would agree upon
the issuer, interest rate and terms of the underlying mortgages. The
seller would not identify the specific underlying mortgages until it
issues the security. TBA mortgage backed securities increase MARKET
RISKS because the underlying mortgages may be less favorable than
anticipated by the Fund.

DOLLAR ROLLS

Dollar rolls are transactions where the Fund sells mortgage-backed
securities with a commitment to buy similar, but not identical,
mortgage-backed securities on a future date at a lower price. Normally,
one or both securities involved are TBA mortgage backed securities.
Dollar rolls are subject to MARKET RISKS AND CREDIT RISKS.

SECURITIES LENDING

The Fund may lend portfolio securities to borrowers that the Adviser deems
creditworthy. In return, the Fund receives cash or liquid securities from
the borrower as collateral. The borrower must furnish additional collateral
if the market value of the loaned securities increases. Also, the borrower
must pay the Fund the equivalent of any dividends or interest received on
the loaned securities.

The Fund will reinvest cash collateral in securities that qualify as an
acceptable investment for the Fund. However, the Fund must pay interest to
the borrower for the use of cash collateral.

Loans are subject to termination at the option of the Fund or the borrower.
The Fund will not have the right to vote on securities while they are on
loan, but it will terminate a loan in anticipation of any important vote.
The Fund may pay administrative and custodial fees in connection with a loan
and may pay a negotiated portion of the interest earned on the cash
collateral to a securities lending agent or broker.

Securities lending activities are subject to MARKET RISKS AND CREDIT RISKS.

<PAGE>

ASSET COVERAGE

In order to secure its obligations in connection with derivatives contracts or
special transactions, the Fund will either own the underlying assets, enter into
an offsetting transaction or set aside readily marketable securities with a
value that equals or exceeds a Fund's obligations. Unless the Fund has other
readily marketable assets to set aside, it cannot trade assets used to secure
such obligations entering into an offsetting derivative contract or terminating
a special transaction. This may cause the Fund to miss favorable trading
opportunities or to realize losses on derivative contracts or special
transactions.

SECURITIES OF OTHER INVESTMENT COMPANIES

Each Fund (other than Money Market Fund) may invest its assets in securities of
other investment companies, as an efficient means of carrying out its investment
policies and managing its uninvested cash. It should be noted that investment
companies incur certain expenses, such as management fees, and, therefore, any
investment by a Fund in shares of other investment companies may be subject to
such duplicate expenses. Each Fund will limit its investment in other investment
companies to not more than 3% of the total outstanding voting stock of any
investment company, will invest no more than 5% of its total assets in any one
investment company, and will invest no more than 10% of its total assets in
investment companies in general.

INVESTMENT RISKS

STOCK MARKET RISKS

o The value of equity securities in a Fund's portfolio will rise and fall.
These fluctuations could be a sustained trend or a drastic movement. A
Fund's portfolio will reflect changes in prices of individual portfolio
stocks or general changes in stock valuations. Consequently, a Fund's share
price may decline.

o The Adviser attempts to manage market risk by limiting the amount the Fund
invests in each company's equity securities. However, diversification will
not protect the Fund against widespread or prolonged declines in the stock
market.

SECTOR RISKS

O Companies with similar characteristics may be grouped together in broad
categories called sectors. Sector risk is the possibility that a certain
sector may underperform other sectors or the market as a whole. As the
Adviser allocates more of a Fund's portfolio holdings to a particular
sector, a Fund's performance will be more susceptible to any economic,
business or other developments which generally affect that sector.

LIQUIDITY RISKS

o Trading opportunities are more limited for equity securities that are not
widely held. This may make it more difficult to sell or buy a security at a
favorable price or time. Consequently, the Fund may have to accept a lower
price to sell a security, sell other securities to raise cash or give up an
investment opportunity, any of which could have a negative effect on a
Fund's performance. Infrequent trading of securities may also lead to an
increase in their price volatility.

o Liquidity risk also refers to the possibility that the Fund may not be able
to sell a security or close out a derivative contract when it wants to. If
this happens, the Fund will be required to continue to hold the security or
keep the position open, and the Fund could incur losses.

o OTC derivative contracts generally carry greater liquidity risk than
exchange-traded contracts.

RISKS RELATED TO INVESTING FOR GROWTH

o Due to their relatively high valuations, growth stocks are typically more
volatile than value stocks. For instance, the price of a growth stock may
experience a larger decline on a forecast of lower earnings, a negative
fundamental development, or an adverse market development. Further, growth
stocks may not pay dividends or may pay lower dividends than value stocks.
This means they depend more on price changes for returns and may be more
adversely affected in a down market compared to value stocks that pay higher
dividends.

RISKS RELATED TO INVESTING FOR VALUE

o Due to their relatively low valuations, value stocks are typically less
volatile than growth stocks. For instance, the price of a value stock may
experience a smaller increase on a forecast of higher earnings, a positive
fundamental development, or positive market development. Further, value
stocks tend to have higher dividends than growth stocks. This means they
depend less on price changes for returns and may lag behind growth stocks in
an up market.

RISKS RELATED TO COMPANY SIZE

CURRENCY RISKS

o The Adviser attempts to manage currency risk by limiting the amount the Fund
invests in securities denominated in a particular currency. However,
diversification will not protect the Fund against a general increase in the
value of the U.S. dollar relative to other currencies.

EURO RISKS

o The Funds may make significant investments in securities denominated in the
Euro, the new single currency of the European Monetary Union (EMU).
Therefore, the exchange rate between the Euro and the U.S. dollar will have
a significant impact on the value of a Fund's investments.

o With the advent of the Euro, the participating countries in the EMU can no
longer follow independent monetary policies. This may limit these countries'
ability to respond to economic downturns or political upheavals, and
consequently reduce the value of their foreign government securities.

RISKS OF FOREIGN INVESTING

o Foreign securities pose additional risks because foreign economic or
political conditions may be less favorable that those of the United States.
Securities in foreign markets may also be subject to taxation policies that
reduce returns for U.S. investors.

o Due to these risk factors, foreign securities may be more volatile and less
liquid than similar securities traded in the U.S.

LEVERAGE RISKS

o Leverage risk is created when an investment exposes the Fund to a level of
risk that exceeds the amount invested. Changes in the value of such an
investment magnify a Fund's risk of loss and potential for gain.

BOND MARKET RISKS

o Prices of fixed income securities rise and fall in response to interest rate
changes for similar securities. Generally, when interest rates rise, prices
of fixed income securities fall.

CREDIT RISKS

o Credit risk is the possibility that an issuer will default on a security by
failing to pay interest or principal when due. If an issuer defaults, the
Fund will lose money.

CALL RISKS

PREPAYMENT RISKS

LIQUIDITY RISKS

o Trading opportunities are more limited for fixed income securities that have
not received any credit ratings, have received ratings below investment
grade or are not widely held. These features may make it more difficult to
sell or buy a security at a favorable price or time. Consequently, the Fund
may have to accept a lower price to sell a security, sell other securities
to raise cash or give up an investment opportunity, any of which could have
a negative effect on a Fund's performance.

Infrequent trading of securities may also lead to an increase in their price
volatility.

RISKS ASSOCIATED WITH NONINVESTMENT GRADE SECURITIES

o Securities rated below investment grade, also known as junk bonds, generally
entail greater market, credit and liquidity risks than investment grade
securities. For example, their prices are more volatile, economic downturns
and financial setbacks may affect their prices more negatively, and their
trading market may be more limited.

INVESTMENT LIMITATIONS

Unless otherwise stated, all references to a Fund's assets are in terms of
current market value.

THE LARGE COMPANY FUND AND THE SMALL COMPANY FUND MAY EACH NOT:

1. Purchase securities of any one issuer (except securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities and
repurchase agreements involving such securities) if as a result more than 5%
of the total assets of such Fund would be invested in the securities of such
issuer or the Fund would hold more than 10% of the outstanding voting
securities of such issuer. This restriction applies to 75% of the Fund's
total assets.

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

<PAGE>

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

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

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

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

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

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

THE BALANCED FUND MAY NOT:

1. Purchase securities of any one issuer, other than obligations issued or
guaranteed by the U.S. Government or its agencies or instrumentalities, if,
immediately after such purchase, more than 5% of the value of the Balanced
Fund's total assets would be invested in such issuer, or the Balanced Fund
would hold more than 10% of any class of securities of the issuer, except
that up to 25% of the value of the Balanced Fund's total assets may be
invested without regard to such limitations. There is no limit to the
percentage of assets that may be invested in U.S. Treasury bills, notes, or
other obligations issued or guaranteed by the U.S. Government or its
agencies or instrumentalities.

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

3. Borrow money or issue senior securities, except that the Balanced Fund may
borrow from banks or enter into reverse repurchase agreements or dollar roll
agreements for temporary purposes in amounts up to one-third of the value of
its total assets at the time of such borrowing, and except as permitted
pursuant to appropriate exemptions from the 1940 Act.

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

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

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

<PAGE>

EACH OF THE INCOME EQUITY FUND AND THE INCOME FUND MAY NOT:

1. Invest in securities of any one issuer (other than the U.S. government, its
agencies and instrumentalities) if, immediately after and as a result of
such investment, the current market value of the holdings of such Fund in
the securities of such issuer exceeds 5% of the Fund's total assets;

2. Invest in the securities of companies primarily engaged in any one industry
(other than the U.S. government, its agencies and instrumentalities) if,
immediately after and as a result of such investment, the current market
value of the aggregate holdings of the Fund in the securities of companies
in such industry exceeds 25% of the Fund's total assets. However, an
industry concentration in excess of such percentage limitation is permitted
if it occurs incidentally as a result of changes in the market value of
portfolio securities;

3. Acquire the outstanding voting securities of any one issuer if, immediately
after and as a result of such investment, the current market value of the
holdings of the Fund in the securities of such issuer exceeds 10% of the
market value of such issuer's outstanding voting securities;

4. Borrow money, which includes entering into reverse repurchase agreements,
except that each Fund may enter into reverse repurchase agreements or borrow
money from banks for temporary or emergency purposes in aggregate amounts up
to one-third of the value of the Fund's net assets; provided that while
borrowings from banks exceed 5% of a Fund's net assets, any such borrowings
and reverse repurchase agreements will be repaid before additional
investments are made;

5. Pledge more than 15% of its net assets to secure indebtedness; the purchase
or sale of securities on a "when issued" basis is not deemed to be a pledge
of assets;

6. Invest more than 15% of the value of the Fund's net assets in restricted or
illiquid securities or instruments including, but not limited to, securities
for which there are no readily available market quotations, dealer (OTC)
options, assets used to cover dealer options written by the Fund or
repurchase agreements that mature in more than 7 days; and

7. Lend more than 30% in value of the Fund's securities to brokers, dealers or
other financial organizations. All such loans will be collateralized by cash
or U.S. government obligations that are maintained at all times in an amount
equal to at least 102% of the current value of the loaned securities.

8. Invest in securities of an issuer (other than an agency or instrumentality
of the U.S. Government) which, together with any predecessor of the issuer,
has been in operation for less than three years if, immediately after and as
a result of such investment, more than 5% of the value of the Fund's total
assets would then be invested in the securities of such issuer; and

9. Invest more than 10% of the value of the Fund's net assets in fixed time
deposits which are non-negotiable and/or which impose a penalty for early
withdrawal and which have maturities of more than 7 days.

With respect to investment restrictions 1 and 3, the percentage limits stated
therein apply to 75% of each Fund's total assets.

THE MONEY MARKET FUND MAY NOT:

1. Purchase any security (other than obligations issued or guaranteed by the
U.S. government, its agencies or instrumentalities) of any issuer if as a
result more than 5% of its total assets would be invested in securities of
the issuer;

2. Purchase securities on margin, except that it may obtain such short-term
credit as may be necessary for the clearance of purchases and sales of
securities;

3. Borrow money, except that the Money Market Fund may borrow money from banks
for temporary or emergency purposes in aggregate amounts up to one-third of
the value of the Money Market Fund's net assets; provided that while
borrowings from banks exceed 5% of the Money Market Fund's net assets, any
such borrowings will be repaid before additional investments are made;

4. Pledge more than 15% of its net assets to secure indebtedness; the purchase
or sale of securities on a "when issued" basis is not deemed to be a pledge
of assets;

5. Issue senior securities; the purchase or sale of securities on a "when
issued" basis is not deemed to be the issuance of a senior security;

6. Make loans, except that the Money Market Fund may purchase or hold debt
securities consistent with its investment objective, lend portfolio
securities valued at not more than 15% of its total assets to brokers,
dealers and financial institutions and enter into repurchase agreements;

7. Purchase any security of any issuer if as a result more than 25% of its
total assets would be invested in a single industry; there is no restriction
with respect to obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities; and

8. Invest more than 15% of its total assets in repurchase agreements maturing
in more than seven days.

9. Invest more than 5% of its total assets in securities of any company having
a record, together with its predecessors, of less than three years of
continuous operation;

10. Make short sales of securities or maintain a short position, unless at all
times when a short position is open it owns an equal amount of such
securities or of securities which, without payment of any further
consideration, are convertible into or exchangeable for securities of the
same issue as, and equal in amount to, the securities sold short; and

11. Underwrite securities of other issuers, except that the Money Market Fund
may purchase securities from the issuer or others and dispose of such
securities in a manner consistent with its investment objective.

With respect to Investment Restriction (8), the Money Market Fund will
limit its investments in repurchase agreements maturing in more than seven days
to no more than 10% of its total assets.

THE ABOVE LIMITATIONS CANNOT BE CHANGED FOR A FUND UNLESS AUTHORIZED BY THE
"VOTE OF A MAJORITY OF ITS OUTSTANDING VOTING SECURITIES," AS DEFINED BY THE
INVESTMENT COMPANY ACT OF THAT FUND. THE FOLLOWING LIMITATIONS, HOWEVER, MAY BE
CHANGED BY THE BOARD WITHOUT SHAREHOLDER APPROVAL. SHAREHOLDERS WILL BE NOTIFIED
BEFORE ANY MATERIAL CHANGE IN THESE LIMITATIONS BECOMES EFFECTIVE.

THE LARGE COMPANY FUND, THE BALANCED FUND AND THE SMALL COMPANY FUND MAY NOT:

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

2. Engage in any short sales, except to the extent disclosed in the current
Prospectus of the Fund;

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

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

5. Mortgage or hypothecate the Fund's assets in excess of one third of the
Fund's total assets.

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

WHAT DO SHARES COST?

Each Fund's NAV per Share fluctuates and is based on the market value of all
securities and other assets of the Fund. The Money Market Fund attempts to
stabilize the value of a Share at $1.00. The NAV for each class of Shares may
differ due to the variance in daily net income realized by each class. Such
variance will reflect only accrued net income to which the shareholders of a
particular class are entitled.

REDUCING OR ELIMINATING THE FRONT-END SALES CHARGE

You can reduce or eliminate the applicable front-end sales charge, as follows:

QUANTITY DISCOUNTS. Larger purchases of the same Share class reduce the sales
charge you pay. You can combine purchases of Shares made on the same day by you,
your spouse, and your children under age 21. In addition, purchases made at one
time by a trustee or fiduciary for a single trust estate or a single fiduciary
account can be combined.

ACCUMULATED PURCHASES. If you make an additional purchase of Shares, you can
count previous Share purchases still invested in the Fund in calculating the
applicable sales charge on the additional purchase.

CONCURRENT PURCHASES. You can combine concurrent purchases of the
corresponding Share class of two Funds in calculating the applicable sales
charge.

<PAGE>

LETTER OF INTENT. You can sign a letter of intent committing to purchase a
certain amount of the same or corresponding class of Shares within a 13 month
period in order to combine such purchases in calculating the applicable sales
charge. The Fund's custodian will hold Shares in escrow equal to the maximum
applicable sales charge. If you complete your commitment, the escrowed Shares
will be released to your account. If you do not complete your commitment within
13 months, the custodian will redeem an appropriate number of escrowed Shares to
pay for the applicable sales charge.

REINVESTMENT PRIVILEGE. You may reinvest, within 30 days, your Share redemption
proceeds at the next determined NAV, without any sales charge. This sales charge
elimination is offered because a sales charge was previously assessed.

PURCHASES BY AFFILIATES OF THE FUNDS. The following individuals and their
immediate family members may buy Shares at NAV without any sales charge because
there are nominal sales efforts associated with their purchases: o the Trustees,
employees, and sales representatives of the Fund, the Adviser, the Distributor
and their affiliates;

o any associated person of an investment dealer who has a sales agreement
with the Distributor; and

o trusts, pension or profit-sharing plans for these individuals.

REDUCING OR ELIMINATING THE CONTINGENT DEFERRED SALES CHARGE

These reductions or eliminations are offered because no sales commissions have
been advanced to the selling financial intermediary, the shareholder has already
paid a Contingent Deferred Sales Charge (CDSC), or nominal sales efforts are
associated with the original purchase of Shares.

Upon notification to the Distributor or the Fund's transfer agent, no CDSC will
be imposed on redemptions:

o following the death or disability, as defined in Section 72(m)(7) of
the Internal Revenue Code of 1986, of the last surviving shareholder;
o representing minimum required distributions from an Individual Retirement
Account or other retirement plan to a shareholder who has attained the age of
70-1/2; o which are involuntary redemptions of shareholder accounts that do not
comply with the minimum balance requirements; o of Shares that represent a
reinvestment within 30 days of a previous redemption; o of Shares held by the
Trustees, employees, and sales representatives of the Fund, the investment
adviser, the Distributor and their affiliates; employees of any

financial intermediary that sells Shares pursuant to a sales agreement with
the Distributor; and the immediate family members of the above persons; and o of
Shares originally purchased through a bank trust department, a registered
investment adviser or retirement plans where the third party administrator has
entered

into certain arrangements with the Distributor or its affiliates, or any
other financial intermediary, to the extent that no payments were advanced
for purchases made through such entities.

HOW ARE THE FUNDS SOLD?

Under the Distributor's Contract with the Funds, the Distributor, Edgewood
Services, Inc., offers Shares on a continuous, best-efforts basis.

Prior to February 1, 1999, BISYS Fund Services Limited Partnership, 3435 Stelzer
Road, Columbus, OH 43219, served as Distributor to the Funds.

RULE 12B-1 PLANS

The Rule 12b-1 Plans are designed to pay the Distributor (who may then pay
investment professionals such as banks, broker/dealers, trust departments of
banks, and registered investment advisers) for marketing activities (such as
advertising, printing and distributing prospectuses, and providing incentives to
investment professionals) to promote sales of Shares so that overall Fund assets
are maintained or increased. This helps the Fund achieve economies of scale,
reduce per share expenses, and provide cash for orderly portfolio management and
Share redemptions. Also, the Funds' service providers that receive asset-based
fees also benefit from stable or increasing Fund assets.

The Funds' Investor A Shares may compensate the Distributor more or less than
its actual marketing expenses. In no event will the Fund pay for any expenses of
the Distributor that exceed the maximum Rule 12b-1 Plan fee.

The Funds' Investor B Shares reimburse the Distributor only for those payments
made to investment professionals up to the maximum Rule 12b-1 Plan fee. The
Distributor may seek reimbursement in following years for any unreimbursed
expenses permitted under the Plan. In no event will the Fund pay for any
expenses of the Distributor that exceed the maximum Rule 12b-1 Plan fee.

For some classes of Shares, the maximum Rule 12b-1 Plan fee that can be paid in
any one year may not be sufficient to cover the marketing related expenses the
Distributor has incurred. Therefore, it may take the Distributor a number of
years to recoup these expenses.

SHAREHOLDER SERVICING PLAN

The Funds may pay compensation to banks and other financial institutions
including Provident and its affiliates and the Distributor for providing
shareholder services and maintaining shareholder accounts. As of the date of
this SAI, the Funds have not entered into any shareholder servicing agreements.

FRONT-END SALES CHARGE REALLOWANCES

The Distributor receives a front-end sales charge on certain Investor A Share
sales (not on Investor A Shares of the Money Market Fund). The Distributor
generally pays up to 90% (and as much as 100%) of this charge to investment
professionals for sales and/or administrative services. Any payments to
investment professionals in excess of 90% of the front-end sales charge are
considered supplemental payments. The Distributor retains any portion not paid
to an investment professional.

SUPPLEMENTAL PAYMENTS

Investment professionals may be paid fees out of the assets of the Distributor
(but not out of Fund assets). The Distributor may be reimbursed by the Adviser
or its affiliates.

Investment professionals receive such fees for providing distribution-related or
shareholder services such as sponsoring sales, providing sales literature,
conducting training seminars for employees, and engineering sales-related
computer software programs and systems. Also, investment professionals may be
paid cash or promotional incentives, such as reimbursement of certain expenses
relating to attendance at informational meetings about the Funds or other
special events at recreational-type facilities, or items of material value.
These payments will be based upon the amount of Shares the investment
professional sells or may sell and/or upon the type and nature of sales or
marketing support furnished by the investment professional.

Provident Securities & Investment Company, an affiliate of Provident (PSI), will
pay additional consideration to dealers not to exceed 4.0% of the offering price
per Share on all sales of Investor B Shares as an expense of PSI for which PSI
will be reimbursed by the Distributor under the Investor B 12b-1 Plan or upon
receipt of a contingent deferred sales charge. Any additional consideration or
incentive program may be terminated at any time by the Distributor.

REDEMPTION IN KIND

Although the Funds intend to pay Share redemptions in cash, it reserves the
right, as described below, to pay the redemption price in whole or in part by a
distribution of a Fund's portfolio securities.

Because the Funds have elected to be governed by Rule 18f-1 under the Investment
Company Act of 1940, the Funds are obligated to pay Share redemptions to any one
shareholder in cash only up to the lesser of $250,000 or 1% of the net assets
represented by such Share class during any 90-day period.

Any Share redemption payment greater than this amount will also be in cash
unless the Board determines that payment should be in kind. In such a case, a
Fund will pay all or a portion of the remainder of the redemption in portfolio
securities, valued in the same way as the Fund determines its NAV. The portfolio
securities will be selected in a manner that the Fund's Board deems fair and
equitable and, to the extent available, such securities will be readily
marketable.

Redemption in kind is not as liquid as a cash redemption. If redemption is made
in kind, shareholders receiving the portfolio securities and selling them before
their maturity could receive less than the redemption value of the securities
and could incur certain transaction costs.

<PAGE>

WHO MANAGES AND PROVIDES SERVICES TO THE FUNDS?

OFFICERS AND TRUSTEES

The Board of Trustees is responsible for managing the Trust's business affairs
and for exercising all the Trust's powers except those reserved for the
shareholders. Information about each Board member is provided below and includes
the following: name, address, birthdate, present position(s) held with the
Trust, principal occupations for the past five years and total compensation
received as a Trustee of the Trust for its most recent fiscal year. The Trust is
comprised of six funds and is the only investment company in the Fund Complex.
The address for each officer of the Trust is Federated Investors Tower, 1001
Liberty Avenue, Pittsburgh, PA.

As of April 1, 1999, all Trustees and officers as a group owned less than
1% of each Fund's outstanding shares.

- -------------------------- -------------------------------------------------------------- ---------------
NAME OCCUPATIONS FOR PAST 5 YEARS AGGREGATE
(BIRTHDATE) COMPENSATION
ADDRESS FROM TRUST
POSITION WITH TRUST

- -------------------------- -------------------------------------------------------------- ---------------
- -------------------------- -------------------------------------------------------------- ---------------
<S> <C> <C>
J. VIRGIL EARLY Principal in J. Virgil Early & Associates (business $
(birthdate) consulting); Vice President of Synovus Trust company since
11 Bliss Lane September 1997; former Chief Financial Officer of Integrated
Jeckyll Island, GA 31527 Motor Tech (manufacturing) from February 1996 to November
1996; former Executive Vice President of Huntington

Director Bankshares, Inc.

- -------------------------- -------------------------------------------------------------- ---------------
- -------------------------- -------------------------------------------------------------- ---------------
WALTER M. HIGGINS Senior Vice President and Director of Sena Weller Rohs $
(birthdate) Williams Inc. (investment advisory services)

300 Main Street
3rd Floor

Cincinnati, OH 45202

Director

- -------------------------- -------------------------------------------------------------- ---------------
- -------------------------- -------------------------------------------------------------- ---------------
HARVEY M. SALKIN, PH.D. Professor, Case Western Reserve University and President of $
(birthdate) Marshall Plan Advisers, Inc. (investment advisory services);
10900 Euclid Avenue former President and major shareholder of Mathematical

Cleveland, OH 44106-7235 Investing Systems, Inc.
Trustee

- -------------------------- -------------------------------------------------------------- ---------------
- -------------------------- -------------------------------------------------------------- ---------------
DONALD C. SIEKMANN Retired; former partner of Arthur Andersen (independent $
(birthdate) public accountants).

425 Walnut Street
Cincinnati, OH 45243
Trustee

- -------------------------- -------------------------------------------------------------- ---------------
- -------------------------- -------------------------------------------------------------- ---------------
WILLIAM N. STRATMAN Co-owner of Mariners Inn Banquet Halls since 1995; former $
(birthdate) owner of Bohlender Engraving Company.
7949 Graves Road
Cincinnati, OH 45243
Trustee

(birthdate)

President

(birthdate)

Vice President and
Assistant Treasurer

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

<PAGE>

- -------------------------- -------------------------------------------------------------- ---------------
JEFFREY W. STERLING* TO COME $0

(birthdate)
Vice President and
Treasurer

- -------------------------- -------------------------------------------------------------- ---------------
- -------------------------- -------------------------------------------------------------- ---------------
TIMOTHY S. JOHNSON* Associate Corporate Counsel, Federated Investors. Previously $0
July 31, 1961 Associate of Reed Smith Shaw & McClay, Pittsburgh, PA

(1994-1996).

Secretary

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

</TABLE>

*Messrs. Gonzales, Polatas, Sterling and Johnson did not become officers of
the Trust until February 1, 1999.

INVESTMENT ADVISER

The Adviser conducts investment research and makes investment decisions for the
Funds. The Funds' investment adviser is The Provident Bank.

The Adviser shall not be liable to the Trust, the Funds, or any Fund shareholder
for any losses that may be sustained in the purchase, holding, or sale of any
security or for anything done or omitted by it, except acts or omissions
involving willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties imposed upon it by its contract with the Trust.

BANKING LAWS

Provident believes that it possesses the legal authority to perform the
investment advisory services for the Funds as set forth in the Investment
Advisory Agreement with the Trust without violation of applicable banking laws
and regulations and has so represented in its Investment Advisory Agreement with
the Trust. Future changes in Federal or state statutes and regulations relating
to permissible activities of banks or bank holding companies and their
subsidiaries and affiliates as well as further judicial or administrative
decisions or interpretations of present and future

SUB-ADVISER

Pursuant to the terms of the Investment Advisory Agreement, the Adviser has
entered into a Sub-Investment Advisory Agreement with DePrince, Race & Zollo,
Inc. (Sub-Adviser). The Sub-Adviser has been retained to managed the investment
and reinvestment of that portion of the assets of Income Equity Fund allocated
to the Sub-Adviser by the Trust's Board subject to the direction and control of
the Board.

For its services the Sub-Adviser receives a fee from the Adviser computed daily
and paid monthly, at the annual rate of:

o 0.50% on the Fund's average daily net assets of up to $55 million; and o 0.55%
on the Fund's average daily net assets of $55 million and above.
It is expected that the Sub-Adviser will manage the Fund's assets up to $75
million (exclusive of capital appreciation and depreciation and reinvestment of
dividends) but
not beyond.

From August 1, 1994 to December 31, 1996, James Investment Research, Inc., 1349
Fairground Road, Beavercreek, OH 45385, served as the sub-adviser to the
Balanced Fund. For its services James Investment Research, Inc. received a fee,
computed daily and paid monthly, at the annual rate of 0.50% of the Balanced
Fund's average daily net assets.

ADMINISTRATOR

Federated Services Company, a subsidiary of Federated Investors, Inc., provides
all management and administrative services reasonably necessary for the
operations of each Fund, other than those provided by the Adviser, subject to
the supervision of the Board of Trustees, for a fee at an annual rate of 0.170%
of the average aggregate daily net assets of the each Fund.

The functions performed by Federated Services Company as administrator include,
but are not limited to the following: o preparation, filing and maintenance of
the Trust's governing documents, minutes of Trustees' meetings and shareholder
meetings; o preparation and filing with the SEC and state regulatory authorities
the Trust's registration statement and all amendments, and any other documents
required for the

Funds to make a continuous offering of their shares;

o preparation, negotiation and administration of contracts on behalf of the
Fund; o supervision of the preparation of financial reports; o preparation and
filing of federal and state tax returns; o assistance with the design,
development and operation of a Fund; and o providing advice to the Funds and
Trust's Trustees.

Prior to February 1, 1999, BISYS Fund Services Limited Partnership, 3435 Stelzer
Road, Columbus, OH 43219, served as Administrator to the Funds.

CUSTODIAN

The Provident Bank is the Funds' custodian. Pursuant to its agreement with the
Funds, it is responsible for maintaining the books and records of each Fund's
securities and cash and marketing each Fund's accounting and portfolio
transaction records.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

The Provident Bank is the Funds' transfer and dividend disbursing agent.

INDEPENDENT AUDITORS

Ernst & Young LLP are the independent auditors for the Funds.

BROKERAGE TRANSACTIONS

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Adviser looks for prompt execution of the order at a favorable
price. The Adviser will generally use those who are recognized dealers in
specific portfolio instruments, except when a better price and execution of the
order can be obtained elsewhere. The Adviser may select brokers and dealers
based on whether they also offer research services (as described below). In
selecting among firms believed to meet these criteria, the Adviser may give
consideration to those firms which have sold or are selling Shares of the Fund
and other funds distributed by the Distributor and its affiliates. The Adviser
makes decisions on portfolio transactions and selects brokers and dealers
subject to review by the Funds' Board.

RESEARCH SERVICES

Research services may include advice as to the advisability of investing in
securities; security analysis and reports; economic studies; industry studies;
receipt of quotations for portfolio evaluations; and similar services. Research
services may be used by the Adviser in advising other accounts. To the extent
that receipt of these services may replace services for which the Adviser or its
affiliates might otherwise have paid, it would tend to reduce their expenses.
The Adviser and its affiliates exercise reasonable business judgment in
selecting those brokers who offer brokerage and research services to execute
securities transactions. They determine in good faith that commissions charged
by such persons are reasonable in relationship to the value of the brokerage and
research services provided.

For the fiscal year ended December 31, 1998, the Funds' adviser directed
brokerage transactions to certain brokers due to research services they
provided. The total amount of these transactions was $_______ for which the Fund
paid $_______ in brokerage commissions. TO COME

On December 31, 1998 the Funds owned securities of the following regular
broker/dealers: [identify issuer name and aggregate dollar amount of debt and
equity securities held by Fund]. TO COME

Investment decisions for the Funds are made independently from those of other
accounts managed by the Adviser. When a Fund and one or more of those accounts
invests in, or disposes of, the same security, available investments or
opportunities for sales will be allocated among the Fund and the account(s) in a
manner believed by the Adviser to be equitable. While the coordination and
ability to participate in volume transactions may benefit the Fund, it is
possible that this procedure could adversely impact the price paid or received
and/or the position obtained or disposed of by the Fund.

FEES PAID BY THE FUNDS FOR SERVICES

- ------------------- --------------------------- ---------------------------- ---------------------------
FUND ADVISORY FEE PAID BROKERAGE COMMISSIONS PAID ADMINISTRATION FEE PAID
ADVISORY FEE WAIVED

SUB-ADVISORY FEE PAID

(IF APPLICABLE)

------- --------- --------- -------- --------- --------- -------- --------- --------
1998 1997 1996 1998 1997 1996 1998 1997 1996
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------- ------- --------- --------- -------- --------- --------- -------- --------- --------
- ------------------- ------- --------- --------- -------- --------- --------- -------- --------- --------
MONEY MARKET FUND $ $242,900 $259,214 $ $0 $0 $ $323,868 $345,255
$ $0 $0
- ------------------- ------- --------- --------- -------- --------- --------- -------- --------- --------
- ------------------- ------- --------- --------- -------- --------- --------- -------- --------- --------
INCOME FUND $ $200,909 $143,483 $ $0 $0 $ $100,455 $71,742
$ $0 $0
- ------------------- ------- --------- --------- -------- --------- --------- -------- --------- --------
- ------------------- ------- --------- --------- -------- --------- --------- -------- --------- --------
INCOME EQUITY FUND $ $898,800 $688,484 $ $405,332 $304,979 $ $189,223 $144,850
$ $0 $36,661
$ $470,539 $298,193
- ------------------- ------- --------- --------- -------- --------- --------- -------- --------- --------
- ------------------- ------- --------- --------- -------- --------- --------- -------- --------- --------
SMALL COMPANY FUND $ $214,758 $294,183 $ $55,999 $218,171 $ $53,690 $73,546
$ $0 $0
- ------------------- ------- --------- --------- -------- --------- --------- -------- --------- --------
- ------------------- ------- --------- --------- -------- --------- --------- -------- --------- --------
LARGE COMPANY $ $251,705 N/A $ $49,791 N/A $ $62,927 N/A
FUND(A) $ $0 N/A
- ------------------- ------- --------- --------- -------- --------- --------- -------- --------- --------
- ------------------- ------- --------- --------- -------- --------- --------- -------- --------- --------
BALANCED FUND $ $185,950 $183,256 $ $31,075 $27,535 $ $41,323 $40,688
$ $20,662 $28,720
N/A N/A $77,267

- ------------------- ------- --------- --------- -------- --------- --------- -------- --------- --------
</TABLE>

(a) The Fund commenced operations on January 2, 1997.

- ---------------------------------------------------------
12B-1 FEES FOR THE FISCAL YEAR ENDED

DECEMBER 31, 1998

- ---------------------------------------------------------
------------- ----------------
FUNDS INVESTOR A INVESTOR B
SHARES SHARES

- -------------------------- ------------- ----------------
- -------------------------- ------------- ----------------
MONEY MARKET FUND $ N/A

- -------------------------- ------------- ----------------
- -------------------------- ------------- ----------------
INCOME FUND $ $
- -------------------------- ------------- ----------------
- -------------------------- ------------- ----------------
INCOME EQUITY FUND $ $
- -------------------------- ------------- ----------------
- -------------------------- ------------- ----------------
SMALL COMPANY FUND $ $
- -------------------------- ------------- ----------------
- -------------------------- ------------- ----------------
LARGE COMPANY FUND $ $
- -------------------------- ------------- ----------------
- -------------------------- ------------- ----------------
BALANCED FUND $ $
- -------------------------- ------------- ----------------

HOW DO THE FUNDS MEASURE PERFORMANCE?

The Funds may advertise each Fund's share performance by using the Security and
Exchange Commission's (SEC) standard method for calculating performance
applicable to all mutual funds. The SEC also permits this standard performance
information to be accompanied by non-standard performance information.

Unless otherwise stated, any quoted share performance reflects the effect of
non-recurring charges, such as maximum sales charges, which, if excluded would
increase the total return and yield. The performance of shares depends upon such
variables as: portfolio quality; average portfolio maturity; type and value of
portfolio securities; changes in interest rates; changes or differences in the
Funds' expenses; and various other factors.

Share performance fluctuates on a daily basis largely because net earnings and
offering price per share fluctuate daily. Both net earnings and offering price
per share are factors in the computation of yield and total return.

TOTAL RETURN

Total return represents the change (expressed as a percentage) in the value
of Shares over a specific period of time, and includes the investment of income
and capital gains distributions.

The average annual total return for a Fund's shares is the average compounded
rate of return for a given period that would equate a $1,000 initial investment
to the ending redeemable value of that investment. The ending redeemable value
is computed by multiplying the number of Shares owned at the end of the period
by the NAV per Share at the end of the period. The number of Shares owned at the
end of the period is based on the number of Shares purchased at the beginning of
the period with $1,000, less any applicable sales charge, adjusted over the
period by any additional Shares, assuming the annual reinvestment of all
dividends and distributions.

YIELD

The yield of a Fund's shares (except Money Market Fund) is calculated by
dividing: (i) the net investment income per share earned by the shares over a
thirty-day period; by (ii) the maximum offering price per share on the last day
of the period. This number is then annualized using semi-annual compounding.
This means that the amount of income generated during the thirty-day period is
assumed to be generated each month over a 12-month period and is reinvested
every six months. The yield does not necessarily reflect income actually earned
by shares because of certain adjustments required by the SEC and, therefore, may
not correlate to the dividends or other distributions paid to shareholders.

The yield of Shares of the Money Market Fund is based upon the seven days ending
on the day of the calculation, called the "base period." This yield is
calculated by: determining the net change in the value of a hypothetical account
with a balance of one Share at the beginning of the base period, with the net
change excluding capital changes but including the value of any additional
Shares purchased with dividends earned from the original one Share and all
dividends declared on the original and purchased Shares; dividing the net change
in the account's value by the value of the account at the beginning of the base
period to determine the base period return; and multiplying the base period
return by 365/7. The Fund's effective yield is computed by compounding the
unannualized base-period return by: adding 1 to the base-period return, raising
the sum to the 365/7th power; and subtracting 1 from the result.

To the extent investment professionals charge fees in connection with services
provided in conjunction with an investment in a Fund's shares, the Fund's share
performance is lower for shareholders paying those fees.

AVERAGE ANNUAL TOTAL RETURNS
For the Periods ended December 31, 1998
<TABLE>
<CAPTION>

- --------------- ----------------- ----------------- ----------------- ----------------- ----------------
LARGE COMPANY BALANCED FUND SMALL COMPANY INCOME EQUITY INCOME FUND
FUND FUND FUND
<S> <C> <C> <C> <C> <C>
----------------- ----------------- ----------------- ----------------- ----------------
-------- -------- -------- -------- -------- -------- -------- -------- -------- -------
PERIOD INVESTOR INVESTOR INVESTOR INVESTOR INVESTOR INVESTOR INVESTOR INVESTOR INVESTOR INVESTOR

A B A B A B A B A B

SHARES SHARES SHARES SHARES SHARES SHARES SHARES SHARES SHARES SHARES

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

YIELDS

For the 30-day period ended December 31, 1998

- ---------------------- ------------------- -------------------- ------------------- -------------------
LARGE COMPANY FUND BALANCED FUND SMALL COMPANY FUND INCOME EQUITY FUND INCOME FUND

- ---------------------- ------------------- -------------------- ------------------- -------------------
- ------------ --------- --------- --------- --------- ---------- --------- --------- --------- ---------
INVESTOR A INVESTOR INVESTOR INVESTOR INVESTOR INVESTOR INVESTOR INVESTOR
INVESTOR INVESTOR SHARES B SHARES A SHARES B SHARES A SHARES B SHARES A SHARES
B SHARES A SHARES B SHARES

- ------------ --------- --------- --------- --------- ---------- --------- --------- --------- ---------
</TABLE>

The Money Market Fund's yield and effective yield for the 7 day period ended
December 31, 1998 were ___% and ___%, respectively.

PERFORMANCE COMPARISONS

Advertising and sales literature may include:

o references to ratings, rankings, and financial publications and/or
performance comparisons of Shares to certain indices;

o charts, graphs and illustrations using the Fund's returns, or returns in
general, that demonstrate investment concepts such as tax-deferred
compounding, dollar-cost averaging and systematic investment;

o discussions of economic, financial and political developments and their
impact on the securities market, including the portfolio managers' views on
how such developments could impact the Funds; and

o information about the mutual fund industry from sources such as the Investment
Company Institute.

A Fund may compare its performance, or performance for the types of securities
in which it invests, to a variety of other investments, including federally
insured bank products such as bank savings accounts, certificates of deposit,
and Treasury bills.

The Fund may quote information from reliable sources regarding individual
countries and regions, world stock exchanges, and economic and demographic
statistics.

You may use financial publications and/or indices to obtain a more complete view
of share performance. When comparing performance, you should consider all
relevant factors such as the composition of the index used, prevailing market
conditions, portfolio compositions of other funds, and methods used to value
portfolio securities and compute offering price. The financial publications
and/or indices which the Funds use in advertising may include:

FINANCIAL PUBLICATIONS. The Wall Street Journal, Business Week, Changing Times,
Financial World, Forbes, Fortune and Money magazines, among others--provide
performance statistics over specified time periods.

LIPPER ANALYTICAL SERVICES, INC. Ranks funds in various fund categories by
making comparative calculations using total return. Total return assumes the
reinvestment of all capital gains distributions and income dividends and takes
into account any change in net asset value over a specified period of time.

MOODY'S INVESTORS SERVICE, INC., FITCH IBCA, INC. AND STANDARD & POOR'S,
various publications.

STANDARD & POOR'S DAILY STOCK PRICE INDEX OF 500 COMMON STOCKS (S&P 500).
Composite index of common stocks in industry, transportation, and financial and
public utility companies. Can be used to compare to the total returns of funds
whose portfolios are invested primarily in common stocks. In addition, the S & P
500 assumes reinvestments of all dividends paid by stocks listed on its index.
Taxes due on any of these distributions are not included, nor are brokerage or
other fees calculated in the S & P figures.

ACCOUNT INFORMATION AND PRICING OF SHARES

DETERMINING MARKET VALUE OF SECURITIES

Market values of the Funds' portfolio securities (except the Money Market
Fund's) are determined as follows:

for equity securities, according to the last sale price in the market in
which they are primarily traded (either a national securities exchange or the
over-the-counter market), if available;

in the absence of recorded sales for equity securities, according to the
mean between the last closing bid and asked prices;

for bonds and other fixed income securities, at the last sale price on a
national securities exchange, if available, otherwise, as determined by an
independent pricing service;

for short-term obligations, according to the mean between bid and asked
prices as furnished by an independent pricing service, except that short-term
obligations with remaining maturities of less than 60 days at the time of
purchase may be valued at amortized cost or at fair market value as
determined in good faith by the Board; and

for all other securities, at fair value as determined in good faith by the
Board.

Prices provided by independent pricing services may be determined without
relying exclusively on quoted prices and may consider: institutional trading in
similar groups of securities, yield, quality, stability, risk, coupon rate,
maturity, type of issue, trading characteristics, and other market data or
factors. From time to time, when prices cannot be obtained from an independent
pricing service, securities may be valued based on quotes from broker-dealers or
other financial institutions that trade the securities.

The Funds value futures contracts and options at their market values established
by the exchanges on which they are traded at the close of trading on such
exchanges. Options traded in the over-the-counter market are valued according to
the mean between the last bid and the last asked price for the option as
provided by an investment dealer or other financial institution that deals in
the option. The Board may determine in good faith that another method of valuing
such investments is necessary to appraise their fair market value.

The Trustees have decided that the best method for determining the value of the
Money Market Fund's portfolio instruments is amortized cost. Under this method,
portfolio instruments are valued at the acquisition cost as adjusted for
amortization of premium or accumulation of discount rather than at current
market value. Accordingly, neither the amount of daily income nor the net asset
value is affected by any unrealized appreciation or depreciation of the
portfolio. In periods of declining interest rates, the indicated daily yield on
shares of the Fund computed by dividing the annualized daily income on the
Fund's portfolio by the net asset value computed as above may tend to be higher
than a similar computation made by using a method of valuation based upon market
prices and estimates. In periods of rising interest rates, the opposite may be
true.

The Money Market Fund's use of the amortized cost method of valuing portfolio
instruments depends on its compliance with certain conditions in Rule 2a-7 (the
"Rule") promulgated by the Securities and Exchange Commission under the
Investment Company Act of 1940. Under the Rule, the Trustees must establish
procedures reasonably designed to stabilize the net asset value per share, as
computed for purposes of distribution and redemption, at $1.00 per share, taking
into account current market conditions and the Fund's investment objective. The
procedures include monitoring the relationship between the amortized cost value
per share and the net asset value per share based upon available indications of
market value. The Trustees will decide what, if any, steps should be taken if
there is a difference of more than 0.5 of 1% between the two values. The
Trustees will take any steps they consider appropriate (such as redemption in
kind or shortening the average portfolio maturity) to minimize any material
dilution or other unfair results arising from differences between the two
methods of determining net asset value.

TRADING IN FOREIGN SECURITIES

Trading in foreign securities may be completed at times which vary from the
closing of the New York Stock Exchange (NYSE). In computing its net asset value,
the International Fund values foreign securities at the latest closing price on
the exchange on which they are traded immediately prior to the closing of the
NYSE. Certain foreign currency exchange rates may also be determined at the
latest rate prior to the closing of the NYSE. Foreign securities quoted in
foreign currencies are translated into U.S. dollars at current rates.
Occasionally, events that affect these values and exchange rates may occur
between the times at which they are determined and the closing of the NYSE. If
such events materially affect the value of portfolio securities, these
securities may be valued at their fair value as determined in good faith by the
Trustees, although the actual calculation may be done by others.

VOTING RIGHTS

Each dollar of value invested in a Fund gives the shareholder one vote in
Director elections and other matters submitted to shareholders for vote and a
proportionate fractional vote for any fraction of a dollar invested. All Shares
of the Trust have equal voting rights, except that in matters affecting only a
particular Fund, only shares of that Fund or class are entitled to vote.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting of shareholders will be called by the Trustees upon the
written request of shareholders who own at least 10% of the Trust's outstanding
shares of all series entitled to vote.

As of April __1999, the following shareholders of record owned 5% or more
of a Fund's outstanding shares: TO COME

HOW ARE THE FUNDS TAXED?

FEDERAL INCOME TAX

The Funds intend to meet requirements of Subchapter M of the Internal Revenue
Code applicable to regulated investment companies. If these requirements are not
met, they will not receive special tax treatment and will pay federal income
tax.

Each Fund will be treated as a single, separate entity for federal income tax
purposes so that income earned and capital gains and losses realized by the
Trust's other Funds will be separate from those realized by a Fund.

FINANCIAL INFORMATION

The Financial Statements for the fiscal year ended December 31, 1998, are
incorporated herein by reference to the Funds' Annual Report to Shareholders
dated December 31, 1998.

<PAGE>

APPENDIX

STANDARD AND POOR'S LONG-TERM DEBT RATING DEFINITIONS

AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.

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

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

BBB--Debt rated BBB is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

BB--Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB-rating.

B--Debt rated B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB or
BB-rating.

CCC--Debt rated CCC has a currently identifiable vulnerability to default, and
is dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B-rating.

CC--The rating CC typically is applied to debt subordinated to senior debt that
is assigned an actual or implied CCC debt rating.

C--The rating C typically is applied to debt subordinated to senior debt which
is assigned an actual or implied CCC-debt rating. The C rating may be used to
cover a situation where a bankruptcy petition has been filed, but debt service
payments are continued.

<PAGE>

MOODY'S INVESTORS SERVICE, INC. LONG-TERM BOND RATING DEFINITIONS

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

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

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

BAA--Bonds which are rated BAA are considered as medium grade obligations,
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

BA--Bonds which are BA are judged to have speculative elements; their future
cannot be considered as well assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.

B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

CAA--Bonds which are rated CAA are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

CA--Bonds which are rated CA represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C--Bonds which are rated C are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.

FITCH IBCA, INC. LONG-TERM DEBT RATING DEFINITIONS

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

AA--Bonds considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA
categories are not significantly vulnerable to foreseeable future developments,
short-term debt of these issuers is generally rated F-1+.

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

BBB--Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.

BB--Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified which could assist the
obligor in satisfying its debt service requirements.

B--Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.

CCC--Bonds have certain identifiable characteristics which, if not remedied, may
lead to default. The ability to meet obligations requires an advantageous
business and economic environment.

CC--Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C--Bonds are imminent default in payment of interest or principal.

MOODY'S INVESTORS SERVICE, INC. COMMERCIAL PAPER RATINGS

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

o Leading market positions in well established industries.

o High rates of return on funds employed.

o Conservative capitalization structure with moderate reliance on debt and ample
asset protection.

o Broad margins in earning coverage of fixed financial charges and high internal
cash generation.

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

PRIME-2--Issuers rated Prime-1 (or related supporting institutions) have a
strong capacity for repayment of short-term promissory obligations. This will
normally be evidenced by many of the characteristics cited above but to a lesser
degree. Earnings trends and coverage ratios, while sound, will be more subject
to variation. Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternate liquidity is maintained.

STANDARD AND POOR'S COMMERCIAL PAPER RATINGS

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

A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1.

FITCH IBCA, INC. COMMERCIAL PAPER RATING DEFINITIONS

FITCH-1--(Highest Grade) Commercial paper assigned this rating is regarded as
having the strongest degree of assurance for timely payment.

FITCH-2--(Very Good Grade) Issues assigned this rating reflect an assurance of
timely payment only slightly less in degree than the strongest issues.

<PAGE>

ADDRESSES

THE RIVERFRONT FUNDS 5800 Corporate Drive
Pittsburgh, PA 15237-7010

Distributor

EDGEWOOD SERVICES, INC. Federated Investors Tower
Pittsburgh, PA 15222-3779

Investment Adviser

THE PROVIDENT BANK One East Fourth Street
Cincinnati, OH 45202

Custodian

THE PROVIDENT BANK One East Fourth Street
Cincinnati, OH 45202

Transfer Agent and Dividend Disbursing Agent

THE PROVIDENT BANK One East Fourth Street
Cincinnati, OH 45202

Independent Auditors

ERNST & YOUNG LLP Chiquita Center

250 East Fifth Street
Cincinnati, OH 45202

Cusips
(Product Code) (4/99)

Registration Statement
of

THE RIVERFRONT FUNDS

Form N-1A

PART C. OTHER INFORMATION

Item 23. EXHIBITS

I. Registrant's Declaration of Trust dated October 11, 1996;*
II. Registrant's By-Laws;*
III. Not Applicable.
IV. (i) Proposed Investment Advisory Agreement dated as of
December 29, 1998, between the Registrant and The Provident
Bank;*

(ii) Proposed Sub-Investment Advisory Agreement dated as of December 29,
1998, between The Provident Bank and DePrince, Race & Zollo, Inc.;* (e) (i)
Proposed Distribution Agreement dated as of December 29, 1998, between
Registrant and BISYS Fund Services Limited Partnership;*

(ii) Form of Dealer Agreement between BISYS Fund Services Limited
Partnership and Provident Securities & Investment Company;* (f) Not Applicable.
(g) Proposed Custodian, Fund Accounting and Recordkeeping Agreement dated as of
December 29, 1998, between the Registrant and The Provident Bank;* (h) (i)
Proposed Administration Agreement dated as of December 29, 1998, between the
Registrant and BISYS Fund Services Limited Partnership;*

(ii) Proposed Master Transfer and Recordkeeping Agreement dated as of
December 29, 1998, between the Registrant and The Provident Bank;* (iii)
Proposed Shareholder Services Plan;* (iv) Proposed form of Servicing
Agreement to Shareholder Services Plan; (v) Agreement and Plan of
Reorganization and Liquidation dated as of May 29, 1998, between the
Registrant and The Riverfront Funds, Inc.;*

(i) Opinion of counsel as to the legality of the shares of The Riverfront
Funds;*
(j) Not Applicable.

(k) Not Applicable.

(l) Copy of the Subscription Agreement; 1

(m) (i) Proposed Investor A Distribution and Shareholder Service Plan;*
(ii) Proposed Investor B Distribution and Shareholder Service Plan;*

(iii) Proposed form of Dealer Agreement between BISYS Fund Services
Limited Partnership and Provident Securities & Investment Company;* (n) Not
Applicable (o) Rule 18f-3 Plan;* (p) (i) Power of Attorney;+

(ii) Consent of Baker & Hostetler LLP;6

+ Exhibit filed electronically in this Registration Statement.
* Exhibit previously filed

1. Incorporated by reference to Registrant's Registration Statement (No.
33-34154) filed on April 10, 1990.

2. Incorporated by reference to Post-Effective Amendment No. 6 to Registrant's
Registration Statement (No. 33-34154) filed on March 1, 1994.

3. Incorporated by reference to Post-Effective Amendment No. 10 to
Registrant's Registration Statement (No. 33-34154) filed on April 11, 1995.

4. Incorporated by reference to Post-Effective Amendment No. 16 to
Registrant's Registration Statement (No. 33-34154) filed on April 26, 1996.

5. Incorporated by reference to Post-Effective Amendment No. 25 to
Registrant's Registration Statement (No. 33-34154) filed on April 29, 1998.

6. Incorporated by reference to Post-Effective Amendment No. 26 to
Registrant's Registration Statement (no. 33-34154) filed on October 29,
1998.

<PAGE>

Item 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

Not Applicable

Item 25. INDEMNIFICATION

Article VI, Section 6.4 of the Registrant's Declaration of Trust, filed as
Exhibit 1 hereto, provides for the indemnification of Registrant's Trustees and
officers. Indemnification of the Registrant's principal underwriter, custodian,
investment adviser, administrator and transfer agent is provided for,
respectively, in Section 1.12 of the Distribution Agreement filed as Exhibit
6(a) hereto, Section 7.A. of the Custodian, Fund Accounting and Recordkeeping
Agreement filed as Exhibit 8 hereto, Section 8 of the Investment Advisory
Agreement filed as Exhibit 5(a) hereto, Section 8 of the Administration
Agreement filed as Exhibit 9(a) hereto, and Section 8 of the Master Transfer and
Recordkeeping Agreement filed as Exhibits 9(b) hereto. As of the effective date
of this Registration Statement, the Registrant will have obtained from a major
insurance carrier a trustees' and officers' liability policy covering certain
types of errors and omissions. In no event will Registrant indemnify any of its
trustees, officers, employees or agents against any liability to which such
person would otherwise be subject by reason of his willful misfeasance, bad
faith, or gross negligence in the performance of his duties, or by reason of his
reckless disregard of the duties involved in the conduct of his office or under
his agreement with Registrant. Registrant will comply with Rule 484 under the
Securities Act of 1933 and Release 11330 under the Investment Company Act of
1940 in connection with any indemnification.

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to trustees, officers, and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses incurred or
paid by a trustee, officer, or controlling person of Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
trustee, officer, or controlling person in connection with the securities being
registered, Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.

Item 26 . BUSINESSES AND OTHER CONNECTIONS OF INVESTMENT ADVISER

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

Position with
NAME THE PROVIDENT BANK OTHER BUSINESS
Jack M. Cook Director President and Chief Executive

Officer of Health Alliance of
Greater Cincinnati

Thomas D. Grote, Jr. Director President, Thomas J. Dyer
Company

Joseph A. Podoto Director President, JLM Financial, Inc.
Sidney A. Peerless, M.D. Director President of E.N.T.

Associates; staff member at

several hospitals in the

Cincinnati area

Edwin Riley Director Managing Director of Phoenix
Investment Council

Joseph A. Steger, Ph.D. Director President, University of
Cincinnati

(b) To the knowledge of Registrant, none of the officers or directors of
DePrince, Race & Zollo, Inc. ("DRZ") is or has been at any time during the past
two fiscal years engaged in any other business, profession, vocation or
employment.

Item 27. PRINCIPAL UNDERWRITER

(a) (a) Edgewood Services, Inc. the Distributor for shares of
the Registrant, acts as principal underwriter for the
following open-end investment companies, including the
Registrant: Deutsche Portfolios, Deutsche Funds, Inc.,
Excelsior Funds, Excelsior Funds, Inc., (formerly, UST
Master Funds, Inc.), Excelsior Institutional Trust,
Excelsior Tax-Exempt Funds, Inc. (formerly, UST Master
Tax-Exempt Funds, Inc.), FTI Funds, FundManager Portfolios,
Great Plains Funds, Old Westbury Funds, Inc., Robertsons
Stephens Investment Trust, WesMark Funds, WCT Funds.

(b)
<TABLE>
<CAPTION>

(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH DISTRIBUTOR WITH REGISTRANT

Lawrence Caracciolo Director, President, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829

Arthur L. Cherry Director, --
5800 Corporate Drive Edgewood Services, Inc.

Pittsburgh, PA 15237-5829

J. Christopher Donahue Director, --
5800 Corporate Drive Edgewood Services, Inc.

Pittsburgh, PA 15237-5829

Thomas P. Sholes Vice President, --
5800 Corporate Drive Edgewood Services, Inc.

Pittsburgh, PA 15237-5829

Ernest L. Linane Assistant Vice President, --
5800 Corporate Drive Edgewood Services, Inc.

Pittsburgh, PA 15237-5829

Christine T. Johnson Assistance Vice President, --
5800 Corporate Drive Edgewood Services, Inc.

Pittsburgh, PA 15237-5829

Denis McAuley Treasurer, --
5800 Corporate Drive Edgewood Services, Inc.

Pittsburgh, PA 15237-5829

Leslie K. Ross Secretary, --
5800 Corporate Drive Edgewood Services, Inc.

Pittsburgh, PA 15237-5829

Amanda J. Reed Assistant Secretary, --
5800 Corporate Drive Edgewood Services, Inc.

Pittsburgh, PA 15237-5829
(c) None
</TABLE>

Item 28. LOCATION OF ACCOUNTS AND RECORDS

All accounts and records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and Rules 31a-1 through 31a-3 promulgated
thereunder are maintained at one of the following locations:

Registrant Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7010

The Provident Bank One East Fourth Street
(investment adviser, custodian and Cincinnati, OH 45202
transfer and dividend disbursing agent)
DePrince, Race & Zollo, Inc. 201 South Orange Avenue
(sub-adviser for The Riverfront Income Suite 850
Equity Fund) Orlando, FL 32801
Baker & Hostetler LLP 65 East State Street
(legal counsel) Columbus, OH 43215
Federated Services Company Federated Investors Tower
(administrator) 1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Item 29. MANAGEMENT SERVICES

Not applicable.

Item 30. UNDERTAKINGS

Registrant hereby undertakes to comply with the provisions of Section 16(c) of
the 1940 Act with respect to the removal of Trustees and the calling of special
meetings by shareholders.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant, THE RIVERFRONT FUNDS, has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pittsburgh, in the Commonwealth of Pennsylvania,
on the 1st day of March, 1999.

THE RIVERFRONT FUNDS

By /S/ TIMOTHY S. JOHNSON

Timothy S. Johnson, Secretary
Attorney in Fact for John F. Donahue

March 1, 1999

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following person in the
capacity and on the date
indicated:

NAME TITLE DATE

By: /s/ Timothy S. Johnson Attorney in Fact
Timothy S. Johnson For the Persons March 1, 1999
SECRETARY Listed Below

NAME TITLE

/S/ EDWARD C. GONZALES* President (Principal Executive Officer)

Edward C. Gonzales

/S/ JEFFREY W. STERLING* Treasurer (Principal Accounting
Gary R. Tenkman and Financial Officer)

/S/ J. VIRGIL EARLY* Trustee

J. Virgil Early

/S/ WILLIAM M. HIGGINS* Trustee

William M. Higgins

/S/ HARVEY M. SALKIN* Trustee

Harvey M. Salkin

/S/ DONALD C. SIEKMANN* Trustee

Donald C. Siekmann

/S/ WILLIAM N. STRATMAN* Trustee

William N. Stratman

* By Power of Attorney

Exhibit p(i) under Form N-1A
Exhibit 24 under Item 601/Reg. S-K

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and
appoints any Senior Corporate Counsel of Federated Investors, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for them and in their names, place and stead, in any and all
capacities, to sign any and all documents to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, the Securities
Exchange Act of 1934 and the Investment Company Act of 1940, by means of the
Securities and Exchange Commission's electronic disclosure system known as
EDGAR; and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
sign and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as each of them
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

SIGNATURES TITLE DATE

/S/ EDWARD C. GONZALES President February 26, 1999
Edward C. Gonzales (Principal Executive

Officer)

/S/ JEFFREY W. STERLING Treasurer February 26, 1999
Jeffrey W. Sterling (Principal Financial

and Accounting Officer)

/S/ J. VIRGIL EARLY Trustee January 1, 1999
- -------------------
J. Virgil Early

/S/ WILLIAM M. HIGGINS Trustee January 1, 1999
- ----------------------
William M. Higgins

/S/ HARVEY M. SALKIN Trustee January 1, 1999
- --------------------
Harvey M. Salkin

/S/ DONALD C. SEIKMANN Trustee January 1, 1999
- ----------------------
Donald C. Seikmann

/S/ WILLIAM N. STRATMAN Trustee January 1, 1999
- -----------------------
William N. Stratman

Sworn to and subscribed before me this ____ day of _________, 1999.

Notary Public