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Rule 497(c)
File No. 33-34154
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 December 29, 1998,
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.
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").
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)
----------------------------------------------------------------------
Income Fund Income Equity Fund
Money Market ----------- ------------------
Fund Investor A Investor B Investor A Investor B
---- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD ............. $ 1.000 $ 9.48 $10.68 $ 11.68 $ 11.98
-------- ------- ------ ------- -------
Investment Activities
Net investment income ........... 0.024 0.24 0.21 0.05 --
Net realized and unrealized gains
(losses) from investments .... -- 0.05 0.05 0.56 0.57
-------- ------- ------ ------- -------
Total from Investment
Activities ................ 0.024 0.29 0.26 0.61 0.57
-------- ------- ------ ------- -------
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)
-------- ------- ------ ------- -------
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE,
END OF PERIOD ................... $ 1.000 $ 9.53 $10.76 $ 12.10 $ 12.40
======== ======= ====== ======= =======
Total Return (excludes
sales/redemption charge) ........ 2.45%(a) 3.06%(a) 2.57%(a) 5.18%(a) 4.73%(a)
RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of period (000) .. $155,772 $45,831 $1,284 $84,402 $19,453
Ratio of expenses to average
net assets ...................... 0.67%(b) 1.14%(b) 1.95%(b) 1.76%(b) 2.54%(b)
Ratio of net investment income
to average net assets ........... 4.90%(b) 4.97%(b) 4.16%(b) 0.79%(b) 0.01%(b)
Ratio of expenses to average
net assets* ..................... 0.82%(b) 1.20%(b) 1.95%(b) 1.79%(b) (d)
Ratio of net investment income
to average net assets* .......... 4.75%(b) 4.91%(b) 4.16%(b) 0.76%(b) (d)
Portfolio turnover rate (c) ........ N/A 76% 76% 66% 66%
</TABLE>
<TABLE>
<CAPTION>
Balanced Fund Small Company Fund Large Company Fund
------------- ------------------ ------------------
Investor A Investor B Investor A Investor B Investor A Investor B
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD ............. $ 12.30 $ 12.71 $ 9.17 $ 9.49 $ 11.34 $11.28
------- ------- ------- ------ ------- ------
Investment Activities
Net investment income ........... 0.10 0.05 (0.04) (0.07) (0.02) (0.05)
Net realized and unrealized
gains (losses) from
investments ................... 1.46 1.51 0.72 0.74 2.06 2.03
------- ------- ------- ------ ------- ------
Total from Investment
Activities ................ 1.56 1.56 0.68 0.67 2.04 1.98
------- ------- ------- ------ ------- ------
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,
END OF PERIOD ................... $ 13.68 $ 14.14 $ 8.67 $ 8.98 $ 13.38 $13.26
======= ======= ======= ====== ======= ======
Total Return (excludes
sales/redemption charge) ........ 12.73%(a) 12.26%(a) 7.41%(a) 7.05%(a) 18.02%(a) 17.58%(a)
RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of period (000) .. $10,200 $12,339 $20,437 $1,486 $41,472 $5,447
Ratio of expenses to average
net assets ...................... 1.72%(b) 2.53%(b) 1.98%(b) 2.73%(b) 1.67%(b) 2.42%(b)
Ratio of net investment income
to average net assets ........... 1.55%(b) 0.74%(b) (0.77)%(b) (1.57)%(b) (0.30)%(b) (1.05)%(b)
Ratio of expenses to average
net assets* ..................... 1.88%(b) 2.63%(b) (d) (d) (d) (d)
Ratio of net investment income
to average net assets* .......... 1.39%(b) 0.64%(b) (d) (d) (d) (d)
Portfolio turnover rate (c) ........ 64% 64% 62% 62% 40% 40%
- ----------
* 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.
</TABLE>
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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 $1.5 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 The BISYS Group, Inc., or any of its affiliates,
including the Distributor; (8) persons investing directly through the
Distributor pursuant to a Systematic Investment Plan; and (9) persons
investing directly through a discount brokerage firm which has entered
into a dealer agreement with the Distributor. 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 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.
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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 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, directly and through
DRZ as subadviser with respect to the Income Equity Fund, 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 its entirety the Prospectus
Supplement dated July 20, 1998.
INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH
THE PROSPECTUS FOR FUTURE REFERENCE
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