<PAGE> 1
Rule 497(e)
Registration No.: 33-59984
File No.: 811-7588
THE CARDINAL FUND
CARDINAL BALANCED FUND
CARDINAL AGGRESSIVE GROWTH FUND
INVESTOR SHARES
SUPPLEMENT DATED MAY 6, 1998,
TO PROSPECTUS DATED JANUARY 30, 1998
Capitalized terms used in this Supplement have the meaning assigned to them
in the Prospectus.
The Group has entered into an Agreement and Plan of Reorganization and
Liquidation, dated as of April 27, 1998 (the "Plan"), with Fountain Square
Funds, a Massachusetts business trust ("Fountain Square"). Pursuant to the Plan,
Fountain Square Cardinal Fund, Fountain Square Balanced Fund, and Fountain
Square Mid Cap Fund, each a series of Fountain Square (collectively, the
"Acquiring Funds") would acquire all of the assets of The Cardinal Fund, the
Balanced Fund and the Aggressive Growth Fund, respectively (collectively, the
"Acquired Funds"), in exchange for the assumption of all of the corresponding
Acquired Fund's liabilities and a number of full and fractional shares of the
corresponding Acquiring Fund having an aggregate net asset value equal to the
Acquired Fund's net assets (the "Reorganization"). Pursuant to the terms of the
Plan, holders of Investor Shares of an Acquired Fund would receive Investment A
Shares of the corresponding Acquiring Fund.
The Reorganization is subject to certain regulatory approvals and to
approval by the shareholders of the Acquired Funds at a Special Shareholders
Meeting currently expected to be held in July 1998. If the shareholders approve
the Reorganization, it is expected that the Reorganization will be effective on
or about July 13, 1998; however, the Reorganization may be effected on such
earlier or later date as the Group and Fountain Square may determine. There can
be no assurance that the Reorganization will take place when or as currently
proposed.
On Friday, March 20, 1998, shareholders of each Acquired Fund approved a
new Investment Advisory and Management Agreement between the Group and the
Adviser (the "New Advisory Agreement"). The New Advisory Agreement, which will
become effective as of the effective date of Fifth Third Bancorp's acquisition
of The Ohio Company, is identical in all material respects to the Group's
current Investment Advisory and Management Agreement with the Adviser. Such
acquisition is expected to be effective during June, 1998. In addition, the
Board of Trustees of the Group has approved a new Distribution Agreement with
BISYS Fund Services Limited Partnership, 3435 Stelzer Road, Columbus, Ohio
43219. Such Distribution Agreement, which will also be effective as of the date
of The Ohio Company's acquisition, is identical in all material respects to the
Group's current Distribution Agreement with The Ohio Company, except with
respect to the identity of the distributor.
INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH
THE PROSPECTUS FOR FUTURE REFERENCE
<PAGE> 2
Rule 497(e)
Registration No.: 33-59984
File No.: 811-7588
THE CARDINAL FUND
CARDINAL BALANCED FUND
CARDINAL AGGRESSIVE GROWTH FUND
INSTITUTIONAL SHARES
SUPPLEMENT DATED MAY 6, 1998,
TO PROSPECTUS DATED JANUARY 30, 1998
Capitalized terms used in this Supplement have the meaning assigned to them
in the Prospectus.
The Group has entered into an Agreement and Plan of Reorganization and
Liquidation, dated as of April 27, 1998 (the "Plan"), with Fountain Square
Funds, a Massachusetts business trust ("Fountain Square"). Pursuant to the Plan,
Fountain Square Cardinal Fund, Fountain Square Balanced Fund, and Fountain
Square Mid Cap Fund, each a series of Fountain Square (collectively, the
"Acquiring Funds") would acquire all of the assets of The Cardinal Fund, the
Balanced Fund and the Aggressive Growth Fund, respectively (collectively, the
"Acquired Funds"), in exchange for the assumption of all of the corresponding
Acquired Fund's liabilities and a number of full and fractional shares of the
corresponding Acquiring Fund having an aggregate net asset value equal to the
Acquired Fund's net assets (the "Reorganization"). Pursuant to the terms of the
Plan, holders of Institutional Shares of an Acquired Fund would receive
Institutional Shares of the corresponding Acquiring Fund.
The Reorganization is subject to certain regulatory approvals and to
approval by the shareholders of the Acquired Funds at a Special Shareholders
Meeting currently expected to be held in July 1998. If the shareholders approve
the Reorganization, it is expected that the Reorganization will be effective on
or about July 13, 1998; however, the Reorganization may be effected on such
earlier or later date as the Group and Fountain Square may determine. There can
be no assurance that the Reorganization will take place when or as currently
proposed.
On Friday, March 20, 1998, shareholders of each Acquired Fund approved a
new Investment Advisory and Management Agreement between the Group and the
Adviser (the "New Advisory Agreement"). The New Advisory Agreement, which will
become effective as of the effective date of Fifth Third Bancorp's acquisition
of The Ohio Company, is identical in all material respects to the Group's
current Investment Advisory and Management Agreement with the Adviser. Such
acquisition is expected to be effective during June 1998. In addition, the Board
of Trustees of the Group has approved a new Distribution Agreement with BISYS
Fund Services Limited Partnership, 3435 Stelzer Road, Columbus Ohio 43219. Such
Distribution Agreement, which will also be effective as of the date of The Ohio
Company's acquisition, is identical in all material respects to the Group's
current Distribution Agreement with The Ohio Company, except with respect to the
identity of the distributor.
INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE PROSPECTUS
FOR FUTURE REFERENCE
<PAGE> 3
Rule 497(e)
Registration No.: 33-59984
File No.: 811-7588
CARDINAL GOVERNMENT SECURITIES MONEY MARKET FUND
CARDINAL TAX EXEMPT MONEY MARKET FUND
SUPPLEMENT DATED MAY 6, 1998,
TO PROSPECTUS DATED JANUARY 30, 1998
Capitalized terms used in this Supplement have the meaning assigned to them
in the Prospectus.
The Group has entered into an Agreement and Plan of Reorganization and
Liquidation, dated as of April 27, 1998 (the "Plan"), with Fountain Square
Funds, a Massachusetts business trust ("Fountain Square"). Pursuant to the Plan,
Fountain Square Government Cash Reserves Fund and Fountain Square Tax Exempt
Money Market Fund, each a series of Fountain Square (collectively, the
"Acquiring Funds") would acquire all of the assets of the Government Securities
Fund and the Tax Exempt Fund, respectively (collectively, the "Acquired Funds"),
in exchange for the assumption of all of the corresponding Acquired Fund's
liabilities and a number of full and fractional shares of the corresponding
Acquiring Fund having an aggregate net asset value equal to the Acquired Fund's
net assets (the "Reorganization"). Pursuant to the terms of the Plan, holders of
shares of an Acquired Fund would receive either Investment A Shares or
Institutional Shares of the corresponding Acquiring Fund, as may be appropriate.
The Reorganization is subject to certain regulatory approvals and to
approval by the shareholders of the Acquired Funds at a Special Shareholders
Meeting currently expected to be held in July 1998. If the shareholders approve
the Reorganization, it is expected that the Reorganization will be effective on
or about July 13, 1998; however, the Reorganization may be effected on such
earlier or later date as the Group and Fountain Square may determine. There can
be no assurance that the Reorganization will take place when or as currently
proposed.
On Friday, March 20, 1998, shareholders of each Acquired Fund approved a
new Investment Advisory and Management Agreement between the Group and the
Adviser (the "New Advisory Agreement"). The New Advisory Agreement, which will
become effective as of the effective date of Fifth Third Bancorp's acquisition
of The Ohio Company, is identical in all material respects to the Group's
current Investment Advisory and Management Agreement with the Adviser. Such
acquisition is expected to be effective during June, 1998. In addition, the
Board of Trustees of the Group has approved a new Distribution Agreement with
BISYS Fund Services Limited Partnership, 3435 Stelzer Road, Columbus, Ohio
43219. Such Distribution Agreement, which will also be effective as of the date
of The Ohio Company's acquisition, is identical in all material respects to the
Group's current Distribution Agreement with The Ohio Company, except with
respect to the identity of the distributor.
INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH
THE PROSPECTUS FOR FUTURE REFERENCE
<PAGE> 4
Rule 497(e)
Registration No.: 33-59984
File No.: 811-7588
CARDINAL GOVERNMENT OBLIGATIONS FUND
INVESTOR SHARES
SUPPLEMENT DATED MAY 6, 1998,
TO PROSPECTUS DATED JANUARY 30, 1998
Capitalized terms used in this Supplement have the meaning assigned to them
in the Prospectus.
The Group has entered into an Agreement and Plan of Reorganization and
Liquidation, dated as of April 27, 1998 (the "Plan"), with Fountain Square
Funds, a Massachusetts business trust ("Fountain Square"). Pursuant to the Plan,
Fountain Square Bond Fund For Income, a series of Fountain Square (the
"Acquiring Fund") would acquire all of the assets of the Fund, in exchange for
the assumption of all of the Fund's liabilities and a number of full and
fractional shares of the Acquiring Fund having an aggregate net asset value
equal to the Fund's net assets (the "Reorganization"). Pursuant to the terms of
the Plan, holders of Investor Shares of the Fund would receive Investment A
Shares of the Acquiring Fund.
The Reorganization is subject to certain regulatory approvals and to
approval by the shareholders of the Fund at a Special Shareholders Meeting
currently expected to be held in July 1998. If the shareholders approve the
Reorganization, it is expected that the Reorganization will be effective on or
about July 13, 1998; however, the Reorganization may be effected on such earlier
or later date as the Group and Fountain Square may determine. There can be no
assurance that the Reorganization will take place when or as currently proposed.
On Friday, March 20, 1998, shareholders of the Fund approved a new
Investment Advisory and Management Agreement between the Group and the Adviser
(the "New Advisory Agreement"). The New Advisory Agreement, which will become
effective as of the effective date of Fifth Third Bancorp's acquisition of The
Ohio Company, is identical in all material respects to the Group's current
Investment Advisory and Management Agreement with the Adviser. Such acquisition
is expected to be effective during June, 1998. In addition, the Board of
Trustees of the Group has approved a new Distribution Agreement with BISYS Fund
Services Limited Partnership, 3435 Stelzer Road, Columbus, Ohio 43219. Such
Distribution Agreement, which will also be effective as of the date of The Ohio
Company's acquisition, is identical in all material respects to the Group's
current Distribution Agreement with The Ohio Company, except with respect to the
identity of the distributor.
INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH
THE PROSPECTUS FOR FUTURE REFERENCE
<PAGE> 5
Rule 497(e)
Registration No.: 33-59984
File No.: 811-7588
CARDINAL GOVERNMENT OBLIGATIONS FUND
INSTITUTIONAL SHARES
SUPPLEMENT DATED MAY 6, 1998,
TO PROSPECTUS DATED JANUARY 30, 1998
Capitalized terms used in this Supplement have the meaning assigned to them
in the Prospectus.
The Group has entered into an Agreement and Plan of Reorganization and
Liquidation, dated as of April 27, 1998 (the "Plan"), with Fountain Square
Funds, a Massachusetts business trust ("Fountain Square"). Pursuant to the Plan,
Fountain Square Bond Fund For Income, a series of Fountain Square (the
"Acquiring Fund") would acquire all of the assets of the Fund, in exchange for
the assumption of all of the Fund's liabilities and a number of full and
fractional shares of the Acquiring Fund having an aggregate net asset value
equal to the Fund's net assets (the "Reorganization"). Pursuant to the terms of
the Plan, holders of Institutional Shares of the Fund would receive
Institutional Shares of the Acquiring Fund.
The Reorganization is subject to certain regulatory approvals and to
approval by the shareholders of the Fund at a Special Shareholders Meeting
currently expected to be held in July 1998. If the shareholders approve the
Reorganization, it is expected that the Reorganization will be effective on or
about July 13, 1998; however, the Reorganization may be effected on such earlier
or later date as the Group and Fountain Square may determine. There can be no
assurance that the Reorganization will take place when or as currently proposed.
On Friday, March 20, 1998, shareholders of the Fund approved a new
Investment Advisory and Management Agreement between the Group and the Adviser
(the "New Advisory Agreement"). The New Advisory Agreement, which will become
effective as of the effective date of Fifth Third Bancorp's acquisition of The
Ohio Company, is identical in all material respects to the Group's current
Investment Advisory and Management Agreement with the Adviser. Such acquisition
is expected to be effective during June 1998. In addition, the Board of Trustees
of the Group has approved a new Distribution Agreement with BYSIS Fund Services
Limited Partnership, 3435 Stelzer Road, Columbus, Ohio 43219. Such Distribution
Agreement, which will also be effective as of the date of The Ohio Company's
acquisition, is identical in all material respects to the Group's current
Distribution Agreement with The Ohio Company, except with respect to the
identity of the distributor.
INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE PROSPECTUS
FOR FUTURE REFERENCE
