THE RIVERFRONT FUNDS
THE RIVERFRONT U.S. GOVERNMENT SECURITIES MONEY MARKET FUND
THE RIVERFRONT U.S. GOVERNMENT INCOME FUND
THE RIVERFRONT INCOME EQUITY FUND
THE RIVERFRONT SMALL COMPANY SELECT FUND
THE RIVERFRONT LARGE COMPANY SELECT FUND
THE RIVERFRONT BALANCED FUND
Supplement dated March 5, 1999
to Prospectus dated April 30, 1998
Capitalized terms used in this Supplement have the meaning assigned to
them in the Prospectus.
Effective December 29, 1998, The Riverfront Funds, Inc., a Maryland
corporation, changed its form of organization from that of a Maryland
corporation to an Ohio business trust by completing a reorganization with The
Riverfront Funds, an Ohio business trust (the "Trust"), created for such
purpose. Therefore all references to the "Company" and to "Directors" in the
Prospectus are hereby deleted and are replaced with the "Trust" and "Trustees,"
respectively. In addition, as a part of such reorganization, the name of The
Riverfront Stock Appreciation Fund was changed to The Riverfront Small Company
Select Fund. Therefore, all references to "The Riverfront Stock Appreciation
Fund" and the "Stock Appreciation Fund" are hereby deleted and are replaced with
"The Riverfront Small Company Select Fund" and the "Small Company Fund,"
respectively.
Effective February 1, 1999, Edgewood Services, Inc. (Edgewood) became
the distributor of the shares of the Trust, replacing BISYS Fund Services
Limited Partnership (BISYS). Edgewood, a registered broker/dealer, is a New York
corporation with principal offices at 5800 Corporate Drive, Pittsburgh, PA
15237-5829. Accordingly, references throughout the Prospectus to the Distributor
on and after February 1, 1999 should be understood to mean Edgewood.
In addition, effective February 1, 1999, Federated Services Company
(Federated), an affiliate of Edgewood, became the Administrator of the Trust,
replacing BISYS. Federated is a Pennsylvania corporation with principal offices
at Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA 15222-3779.
Accordingly, references throughout the Prospectus to the Administrator on and
after February 1, 1999 should be understood to mean Federated. In addition, as
of such date, Federated as Administrator, is entitled to receive a fee
calculated at the annual rate of 0.170% of each Fund's average daily net assets.
Effective February 24, 1999, DePrince, Race & Zollo, Inc. (DRZ) resigned
as Sub-Investment Adviser to the Riverfront Income Equity Fund. Accordingly, all
references to DRZ should be deleted. Provident will continue as investment
adviser to the Income Equity Fund.
The paragraph next to the heading "Shares Offered" at the top of page 4
of the Prospectus is hereby deleted and replaced with the following:
"Investors A shares of beneficial interest, without par value, of
the Money Market Fund, and Investor A and Investor B shares of
beneficial interest, without par value, of the Income Fund, the Balanced
Fund, the Income Equity Fund, the Large Company Fund and the Small
Company Fund, six separate series (collectively, the "Funds") of The
Riverfront Funds, an Ohio business trust (the "Trust")."
<PAGE>
The following financial highlights for each of the Funds for the six-month
period ended June 30, 1998, are unaudited and are added at the end of the
section entitled "FINANCIAL HIGHLIGHTS" in the Prospectus:
<TABLE>
<CAPTION>
For the Six Months Ended June 30, 1998
(Unaudited)
<S> <C> <C> <C> <C> <C>
---------------------------------------------------------------
Money Market INCOME FUND INCOME EQUITY FUND
FUND
INVESTOR INVESTOR B INVESTOR A INVESTOR B
A
NET ASSET VALUE, $1.000 $ 9.48 $10.68 $11.68 $11.98
----- ----- ----- ----- -----
BEGINNING OF PERIOD.......
Investment Activities
Net investment income..... 0.024 0.24 0.21 0.05 --
Net realized and unrealized -- 0.05 0.05 0.56 0.57
------------ ------ ------ ------ ------
gains
(losses) from investments
Total from Investment 0.024 0.29 0.26 0.61 0.57
----- ------ ------ ------ ------
Activities..........
Distributions
Net investment income..... (0.024) (0.24) (0.18) (0.05) (0.01)
In excess of net investment
income.................. -- -- -- -- --
Net realized gains........ -- -- -- (0.14) (0.14)
----------- -------- -------------------- --------
Total Distributions... (0.024) (0.24) (0.18) (0.19) (0.15)
------- -------- -------- -------- --------
NET ASSET VALUE, $1.000 $9.53 $10.76 $12.10 $12.40
===== ==== ===== ===== =====
END OF PERIOD.............
Total Return (excludes 2.45%(a) 3.06%(a) 2.57%(a) 5.18%(a) 4.73%(a)
sales/redemption charge)..
RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of period $155,772 $45,831 $1,284 $84,402 $19,453
(000)........................
Ratio of expenses to average 0.67%(b) 1.14%(b) 1.95%(b) 1.76%(b) 2.54%(b)
net assets................
Ratio of net investment income 4.90%(b) 4.97%(b) 4.16%(b) 0.79%(b) 0.01%(b)
to average net assets.....
Ratio of expenses to average 0.82%(b) 1.20%(b) 1.95%(b) 1.79%(b) (d)
net assets*...............
Ratio of net investment income 4.75%(b) 4.91%(b) 4.16%(b) 0.76%(b) (d)
to average net assets*....
Portfolio turnover rate (c).. N/A 76% 76% 66% 66%
BALANCED FUND SMALL COMPANY FUND LARGE COMPANY FUND
INVESTOR A INVESTOR B INVESTOR A INVESTOR B INVESTOR A INVESTOR B
NET ASSET VALUE, $12.30 $12.71 $ 9.17 $ 9.49 $11.34 $11.28
----- ----- ----- ------ ----- -----
BEGINNING OF PERIOD.......
Investment Activities
Net investment income..... 0.10 0.05 (0.04) (0.07) (0.02) (0.05)
Net realized and 1.46 1.51 0.72 0.74 2.06 2.03
------ ------ ------ ------ ------ ------
unrealized
gains (losses) from
investments.............
Total from Investment 1.56 1.56 0.68 0.67 2.04 1.98
------ ------ ------ ------ ------ ------
Activities..........
Distributions
Net investment income..... (0.10) (0.05) (1.18) (1.18) -- --
Net realized gains........ (0.08) (0.08) -- -- --
------ ------ -------- ------------- -----------
--
Total Distributions... (0.18) (0.13) (1.18) (1.18) --
-------- -------- -------- -------- -----------
--
NET ASSET VALUE, $13.68 $14.14 $8.67 $8.98 $13.38 $13.26
===== ===== ==== ==== ===== =====
END OF PERIOD.............
Total Return (excludes 12.73%(a) 12.26%(a) 7.41%(a) 7.05%(a) 18.02%(a) 17.58%(a)
sales/redemption charge)..
RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of period $10,200 $12,339 $20,437 $1,486 $41,472 $5,447
(000)........................
Ratio of expenses to average 1.72%(b) 2.53%(b) 1.98%(b) 2.73%(b) 1.67%(b) 2.42%(b)
net assets................
Ratio of net investment 1.55%(b) 0.74%(b) (0.77)%(b) (1.57)%(b) (0.30)%(b) (1.05)%(b)
income
to average net assets.....
Ratio of expenses to average 1.88%(b) 2.63%(b) (d) (d) (d) (d)
net assets*...............
Ratio of net investment 1.39%(b) 0.64%(b) (d) (d) (d) (d)
income
to average net assets*....
Portfolio turnover rate (c).. 64% 64% 62% 62% 40% 40%
</TABLE>
- -------------------------
* During the period, certain fees were voluntarily reduced and/or
reimbursed. If such voluntary fee reductions and/or expense
reimbursement had not occurred, the ratios would have been as indicated.
(a) Not annualized.
(b) Annualized
(c) Portfolio turnover rate is calculated on the basis of the Fund as a whole
without distinguishing between the classes of shares issued. (d) There were no
waivers or reimbursements during the period.
The fourth and fifth sentences in the first paragraph under the heading
"THE COMPANY AND ITS FUNDS" on page 20 of the Prospectus are hereby deleted and
are replaced with the following:
"The Trust was originally incorporated as a Maryland corporation
on March 27, 1990. On October 11, 1996, the Trust was organized to
acquire all of the assets and liabilities of The Riverfront Funds, Inc.,
a Maryland corporation (the "Conversion"). On December 29, 1998, upon
receipt of shareholder approval, pursuant to the terms of the
Conversion, each Fund became a separate series of the Trust."
The first paragraph under the heading "PRINCIPAL INVESTMENTS" on page 26
of the Prospectus is deleted and is replaced with the following:
"The Small Company Fund, under normal market conditions, will
have substantially all, but in no event less than 65%, of its total
assets invested in common stocks of small companies, regardless of the
movement of stock prices generally. For purposes of this policy, the
Trust defines small companies to mean issuers with market
capitalizations between $100 million and $2 billion. It is expected that
such common stocks will normally be traded on exchanges or established
over-the-counter markets."
The fourth sentence in the second paragraph under the heading "PRINCIPAL
INVESTMENTS" on page 26 of the Prospectus is hereby deleted.
The fifth and sixth sentences under the heading "GENERAL" on page 39 of
the Prospectus are hereby deleted.
The first paragraph under the heading "WAIVER OF SALES CHARGES" on page
44 of the Prospectus is deleted and replaced with the following:
"Investor A shares may also be sold, to the extent permitted by
applicable law, at net asset value without the imposition of an initial
sales charge to: (1) personal trust, employee benefit, agency and
custodial (other than IRA) clients of Provident; (2) employees, officers
and directors of Provident and the Distributor and the immediate
families of each; (3) broker-dealers purchasing shares for their own
accounts; (4) all affiliates of Provident, including American Financial
Group, Inc., and any officers, directors or employees thereof and their
immediate families; (5) corporations; (6) employees, and their immediate
families, of any broker-dealer with which the Distributor enters into a
dealer agreement to sell Investor A shares of the Company; (7) orders
placed on behalf of other investment companies distributed by Edgewood.,
or any of its affiliates, including the Distributor; (8) persons
investing directly through the Distributor pursuant to a Systematic
Investment Plan; and (9) persons investing directly through a discount
brokerage firm which has entered into a dealer agreement with the
Distributor. For purposes of this paragraph, "immediate family" means
any child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, sibling, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law or sister-in-law, and includes adoptive
relationships."
The following sentences are added at the end of the first paragraph
under the heading "HOW TO REDEEM SHARES" on page 48 of the Prospectus:
"Should a shareholder elect to have redemption proceeds wired,
the Transfer Agent will reduce the amount of the redemption proceeds by
the custodian's then current wire redemption charge (currently $15.00).
In the absence of a request that the proceeds be wired, sent EFT or
mailed to such bank account, they will be sent by check to the
shareholder's address as it appears on the account registration."
The first sentence in the first paragraph under the heading
"CHECKWRITING" on page 50 of the Prospectus is hereby amended to read as
follows:
"If requested on your account application and if you have your
account directly with the Trust through the Distributor (e.g., not
through a brokerage account), the Money Market Fund will establish a
checking account for you with Provident."
The fourth sentence in the first paragraph under the heading
"CHECKWRITING" on page 50 of the Prospectus is hereby deleted and is replaced
with the following:
"You will receive daily dividends declared on the shares redeemed to cover
your check until the day Provident instructs the Money Market Fund to redeem
shares."
The heading "BOARD OF DIRECTORS" and the paragraph thereunder on page 53
of the Prospectus are hereby deleted and replaced with the following:
"BOARD OF TRUSTEES
Overall responsibility for management of the Trust rests with its
Board of Trustees. Unless so required by the Trust's Declaration of
Trust or By-Laws or by Ohio law, at any given time all of the Trustees
may not have been elected by the shareholders of the Trust. The Trust
will be managed by the Trustees in accordance with the law of Ohio
governing business trusts. The Trustees, in turn, elect the officers of
the Trust to supervise actively its day-to-day operations. Subject to
the authority of the Board of Trustees, Provident supervises the
investment programs of each Fund."
The first sentence under the heading "COMPANY SHARES" on page 60 of the
Prospectus is hereby deleted and replaced with the following:
"The Trust presently offers six series of shares of beneficial interest,
without par value (the "Funds")."
The sixth sentence in such paragraph is hereby deleted and replaced with
the following:
"Shareholders are entitled to one vote for each dollar of value invested
and a proportionate fractional vote for any fraction of a dollar invested."
The second sentence in the fourth paragraph under the heading "COMPANY
SHARES" on page 60 of the Prospectus is hereby deleted and replaced with the
following:
"The Trust has represented to the Commission that the Trustees
will call a special meeting of shareholders for purposes of considering
the removal of one or more Trustees upon written request therefor from
shareholders holding not less than 10% of the outstanding votes of the
Trust."
The date in the first line of the first full paragraph on page 61 of the
Prospectus is hereby changed from April 20, 1998 to October 23, 1998.
This Prospectus Supplement supersedes in their entirety the Prospectus
Supplement dated July 20, 1998, and the Prospectus Supplement dated December 29,
1998.
INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE PROSPECTUS FOR FUTURE REFERENCE
CUSIPS 768709107
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G02570-01(3/99)
