i
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
THE RIVERFRONT FUNDS
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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8
THE RIVERFRONT FUNDS
THE RIVERFRONT INCOME EQUITY FUND
PROXY STATEMENT - PLEASE VOTE!
TIME IS OF THE ESSENCE...VOTING ONLY TAKES A FEW MINUTES AND YOUR PARTICIPATION
IS IMPORTANT! ACT NOW TO HELP THE TRUST AVOID ADDITIONAL EXPENSE.
The Riverfront Funds will hold a special meeting of shareholders of The
Riverfront Income Equity Fund on December 8, 2000. It is important for you to
vote on the issue described in this Proxy Statement. We recommend that you read
the Proxy Statement in its entirety; the explanations will help you to decide on
the issue.
Following is an introduction to the proposal and the process.
WHY AM I BEING ASKED TO VOTE?
Mutual funds are required to obtain shareholders' approval for certain types of
changes, like those included in this Proxy Statement. You have a right to vote
on these changes.
WHAT IS THE ISSUE I AM BEING ASKED TO VOTE ON?
The proposal is to change the Fund's investment objectives from the current
primary investment objective of seeking a high level of investment income and a
secondary investment objective of seeking capital appreciation, to a new
investment objective of seeking long-term growth of capital. In addition, upon,
and contemporaneously with, this change in investment objectives, the Fund will
change its name from The Riverfront Income Equity Fund to The Riverfront Select
Value Fund.
HOW DO I VOTE MY SHARES?
You may vote in person at the special meeting of shareholders or complete and
return the enclosed Proxy Card. IF YOU SIGN AND RETURN THE PROXY CARD WITHOUT
INDICATING A PREFERENCE, YOUR VOTE WILL BE CAST "FOR" THE PROPOSAL.
You may also vote by telephone at 1-800-690-6903, or through the Internet at
WWW.PROXYVOTE.COM If you choose to help save the Trust time and postage costs by
voting through the Internet or by telephone, please don't return your Proxy
Card. If you do not respond at all, we may contact you by telephone to request
that you cast your vote.
WHO DO I CALL IF I HAVE QUESTIONS ABOUT THE PROXY STATEMENT?
Call your Investment Professional or The Riverfront Funds. The Riverfront Fund's
toll-free number is
1-800-424-2295.
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After careful consideration, the Board of Trustees has unanimously approved
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this proposal. The Board recommends that you read the enclosed materials
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carefully and vote FOR the proposal.
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1
THE RIVERFRONT FUNDS
THE RIVERFRONT INCOME EQUITY FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 8 , 2000
A Special Meeting of the shareholders of The Riverfront Income Equity Fund (the
"Fund"), a series or portfolio of The Riverfront Funds (the "Trust"), will be
held at 5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-7010, at 2:00 p.m.
(Eastern time), on December 8, 2000, for the following purposes:
1. To approve changing the Fund's investment objectives from the
current primary investment objectives of seeking a high level
of investment income and a secondary investment objective of
seeking capital appreciation, to a new investment objective of
seeking long-term growth of capital.
2. To transact such other business as may properly come before
the meeting or any adjournment thereof.
The Board of Trustees has fixed October 10, 2000 as the record date for
determination of shareholders entitled to notice and to vote at the meeting.
By Order of the Board of Trustees,
Timothy S. Johnson
Secretary
October 26, 2000
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YOU CAN HELP THE TRUST AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY SIGNING AND RETURNING THE ENCLOSED PROXY.
IF YOU ARE UNABLE TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE
ENCLOSED PROXY SO THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE SPECIAL
MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.
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PROXY STATEMENT
THE RIVERFRONT FUNDS
THE RIVERFRONT INCOME EQUITY FUND
5800 Corporate Drive
Pittsburgh, PA 15237-7010
ABOUT THE PROXY SOLICITATION AND THE MEETING
The enclosed proxy is solicited on behalf of the Board of Trustees of the
Trust (the "Board" or "Trustees"). The proxies will be voted at the special
meeting of shareholders of the Fund to be held on December 8, 2000, at 5800
Corporate Drive, Pittsburgh, Pennsylvania 15237-7010, at 2:00 p.m. (such special
meeting and any adjournment or postponement thereof are referred to as the
"Special Meeting").
The cost of the solicitation, including the printing and mailing of proxy
materials, will be borne by the Fund. In addition to solicitations through the
mails, proxies may be solicited by officers, employees, and agents of the Trust
or, if necessary, a communications firm retained for this purpose. Such
solicitations may be by telephone, telegraph, through the Internet or otherwise.
Any telephonic solicitations will follow procedures designed to ensure accuracy
and prevent fraud, including requiring identifying shareholder information,
recording the shareholder's instructions, and confirming to the shareholder
after the fact. Shareholders who communicate proxies by telephone or by other
electronic means have the same power and authority to issue, revoke, or
otherwise change their voting instruction as shareholders submitting proxies in
written form. The Trust may reimburse custodians, nominees, and fiduciaries for
the reasonable costs incurred by them in connection with forwarding solicitation
materials to the beneficial owners of shares held of record by such persons.
The purpose of the Special Meeting is set forth in the accompanying Notice
of Special Meeting. The Trustees know of no business other than that mentioned
in the Notice that will be presented for consideration at the Special Meeting.
Should other business properly be brought before the Special Meeting, proxies
will be voted in accordance with the best judgment of the persons named as
proxies. This proxy statement and the enclosed proxy card are expected to be
mailed on or about October 26, 2000, to shareholders of record at the close of
business on October 10, 2000 (the "Record Date"). Each share is entitled to one
vote for each dollar of net asset value of such share (and a proportionate
fractional vote for any fractional dollar value) as of the close of business on
the Record Date. On the Record Date, the Fund had outstanding 2,329,244 Investor
A Shares of beneficial interest, without par value, and 792,543 Investor B
Shares of beneficial interest, without par value. The net asset value per share
of each outstanding Investor A Share on the Record Date was $11.74, and of each
Investor B Share on the Record Date was $11.93.
The Trust's annual report, which includes audited financial statements
for the fiscal year ended December 31, 1999, was previously mailed to
shareholders. The Trust's semi-annual report, which contains unaudited financial
statements for the period ended June 30, 2000, was also previously mailed to
shareholders. The Trust will promptly provide, without charge and upon request,
to each person to whom this Proxy Statement is delivered, a copy of the Fund's
annual report and/or semi-annual report. Requests for the annual report or
semi-annual report for the Fund may be made by writing to the Trust's principal
executive offices or by calling the Trust. The Trust's principal executive
offices are located at 5800 Corporate Drive, Pittsburgh, Pennsylvania
15237-7010. The Trust's toll-free telephone number is 1-800-424-2295.
PROPOSAL #1: APPROVAL OR DISAPPROVAL OF CHANGING THE FUND'S INVESTMENT
OBJECTIVES FROM THE CURRENT PRIMARY INVESTMENT OBJECTIVE OF SEEKING A HIGH LEVEL
OF INVESTMENT INCOME AND THE SECONDARY OBJECTIVE OF SEEKING CAPITAL
APPRECIATION, TO A NEW INVESTMENT OBJECTIVE OF SEEKING LONG-TERM GROWTH OF
CAPITAL.
Currently the Fund's investment objectives are to seek a high level of
investment income, with capital appreciation as a secondary objective. These
investment objectives are fundamental and therefore cannot be changed without
shareholder approval.
At its meeting on August 18, 2000, the Trustees unanimously approved
changing the Fund's investment objectives. The Trustees have determined that it
would be in the best interest of the Fund to change the investment objectives to
read as follows:
"The investment objective of the Fund is to achieve the long-term growth
of capital."
This change is being submitted for shareholder approval at this Special
Meeting.
Changing the Fund's investment objectives will provide Provident
Investment Advisors Inc., the Trust's investment adviser (the "Adviser") with
greater flexibility in managing the Fund's portfolio. The change will enable the
Adviser to manage the Fund's investments in the manner it believes may be most
advantageous to the Fund's shareholders in light of current market conditions.
The Fund intends to pursue its new investment objective, if approved by
shareholders, by investing primarily in equity securities that, in the opinion
of the Adviser, offer the potential for capital growth. The Fund will continue
to use a value approach to investing by selecting securities of companies judged
to be undervalued relative to the Adviser's assessment of current or projected
earnings growth of the company, current market value of its assets, current
valuations within the equity markets in general, or historical valuation levels
of the company or its peers. As with any mutual fund, there is no guarantee that
the investment objective will be achieved. The Fund and the Adviser do not
anticipate the foregoing change will materially affect the Funds' investment
risks.
The Fund's current principal investment strategy is to 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. Over the past
several years, the availability of dividend paying common stocks that the
Adviser believes offer good value to investors has become significantly limited,
a trend the Adviser expects will continue. For example, based on data from
Ibbotson Associates, during the decade of the 1980's, the S&P 500 dividend yield
averaged 4.62%. During the decade of the 1990's, the dividend yield averaged
2.64%. In 1999, the dividend yield averaged 1.36%. Today it stands at
approximately 1.07%. Such limited availability is due in part to the increased
demand for growth oriented stocks (which typically do not pay dividends) and in
part due to decisions by corporate management to reinvest more money back into
the business to achieve increased shareholder value in the form of long- term
capital gains rather than dividend increase. As a result, the Adviser has found
it increasingly difficult to follow the Fund's principal investment strategy and
attempt to achieve the Fund's investment objectives.
As a result of these broad changes in the stock markets and the
availability of suitable investments, the Adviser and the Trustees agreed that
the Fund's fundamental investment objective should be changed as described
above.
The Trustees believe that requiring the Adviser to seek a minimum level of
income under such market conditions results in the Fund's sacrificing total
return without a compensating level of income otherwise benefiting shareholders.
Changing the investment objectives will enable the Adviser to focus on searching
for companies with sound economic fundamentals that have the potential for
appreciation in stock price. While a company's dividend may continue to be a
factor in the Adviser's investment process, the Adviser will not be required to
emphasize it.
Assuming shareholders approve a new investment objective of the Fund, the
Trustees of the Trust plan to change the name of the Fund to The Riverfront
Select Value Fund.
Approval of Proposal #1 requires the affirmative vote of a majority of the
votes attributable to the outstanding Shares of the Fund.
THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS APPROVAL OF CHANGING
THE FUND'S INVESTMENT OBJECTIVES FROM THE CURRENT INVESTMENT OBJECTIVE OF
SEEKING A HIGH LEVEL OF INVESTMENT INCOME AND A SECONDARY OBJECTIVE OF SEEKING
CAPITAL APPRECIATION, TO A NEW INVESTMENT OBJECTIVE OF SEEKING LONG-TERM GROWTH
OF CAPITAL.
INFORMATION ABOUT THE FUND
PROXIES, QUORUM AND VOTING AT THE SPECIAL MEETING
The presence in person or by proxy of the holders of record of a
majority of the votes attributable to the outstanding shares of the Fund
entitled to vote shall constitute a quorum for the Fund at the Special Meeting.
If, however, such quorum for the Fund shall not be present or represented at the
Special Meeting or if fewer votes are present in person or by proxy than the
minimum required for the Fund to approve any proposal presented the Special
Meeting, the holders of a majority of the votes attributable to the shares
present in person or by proxy shall have the power to adjourn the Special
Meeting from time to time, without notice other than announcement at the Special
Meeting, until the requisite number of votes shall be present at the Special
Meeting. The persons named as proxies will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of Proposal #1 and will
vote against any such adjournment those proxies required to be voted against
such Proposal. At any such adjourned Special Meeting, if the relevant quorum is
subsequently constituted, any business may be transacted which might have been
transacted at the Special Meeting as originally called.
All shares represented by the enclosed form of proxy will be voted
in accordance with the instructions indicated on the proxy if it is completed,
dated, signed, and returned in time to be voted at the Special Meeting and is
not subsequently revoked. If the proxy is returned properly signed and dated but
no instructions are given, the shares represented by that proxy will be voted in
favor of Proposal #1. Any proxy may be revoked by the timely submission of a
properly executed, subsequently dated proxy; by delivery to the Trust of a
timely written notice of revocation; or otherwise by giving notice of revocation
in open meeting prior to the finalization of the vote on Proposal #1. Execution
and submission of a proxy does not affect a shareholders' right to attend the
Special Meeting in person. Due to the requirement that Proposal #1 be approved
by a majority of the votes attributable to the Fund's outstanding shares in
order to be adopted, an abstention by a shareholder from voting, either by proxy
or in person at the Special Meeting, while counted towards determining whether a
quorum is present, has the same effect as a negative vote on Proposal #1. Shares
that are held by a broker-dealer or other fiduciary as record owner for the
account of a beneficial owner will be counted for purposes of determining the
presence of a quorum and as votes on matters presented if the beneficial owner
has executed and timely delivered the necessary instructions for the record
owner to vote the shares, or if the record owner has, and exercises,
discretionary voting power. If the record owner does not have discretionary
voting power as to a matter presented and has not timely received voting
instructions from the beneficial owner, such shares, even though not voted, will
have the same effect as a negative vote on the Proposal
SHARE OWNERSHIP OF THE FUND
Officers and Trustees of the Trust own less than 1% of the Fund's outstanding
shares.
At the close of business on the Record Date, the following are the only
person(s) to the knowledge of the Trust who beneficially own more than 5% of the
outstanding shares of the Fund's Class A Shares: Fiserv Securities, Inc.
Philadelphia, PA, owned approximately 1,008,666 Shares (43.32%), and The
Provident Bank, Cincinnati, OH, owned approximately 383,380 Shares (16.47%).
At the close of business on the Record Date, there were no person(s) to the
knowledge of the Trust who beneficially own more than 5% of the outstanding
share of the Fund's Class B Shares.
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY
The Trust is not required, and does not intend, to hold regular annual
meetings of shareholders. Shareholders wishing to submit proposals for
consideration for inclusion in a proxy statement for the next meeting of
shareholders should send their written proposals to The Riverfront Funds, 5800
Corporate Drive, Pittsburgh, Pennsylvania 15237-7010, so that they are received
within a reasonable time before the printing and mailing of materials for any
such meeting.
No business other than the matters described above is expected to come
before the Special Meeting, but should any other matter requiring a vote of
shareholders arise, including any question as to an adjournment or postponement
of the Special Meeting, the persons named on the enclosed proxy card will vote
on such matters according to their best judgment in the interests of the Fund.
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SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD
AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE
UNITED STATES.
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By Order of the Board of Trustees,
Timothy S. Johnson
Secretary
October 26, 2000
THE RIVERFRONT FUNDS
THE RIVERFRONT INCOME EQUITY FUND
INVESTMENT ADVISER
PROVIDENT INVESTMENT ADVISORS, INC.
One East Fourth Street
Cincinnati, OH 45202
DISTRIBUTOR
EDGEWOOD SERVICES, INC.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
ADMINISTRATOR
FEDERATED SERVICES COMPANY
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned shareholder of The
Riverfront Income Equity Fund (the "Fund"), a portfolio of The Riverfront Funds
(the "Trust"), hereby appoint Timothy S. Johnson, Victor R. Siclari, Leanne C.
O'Brien, and Maureen A. Ferguson or any one of them, true and lawful attorneys,
with the power of substitution of each, to vote all shares of the Fund which the
undersigned is entitled to vote at the Special Meeting of Shareholders (the
"Special Meeting") to be held on December 8, 2000, at 5800 Corporate Drive,
Pittsburgh, Pennsylvania, at 2:00 p.m., and at any adjournment thereof.
The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matter. Discretionary authority is
hereby conferred as to all other matters as may properly come before the Special
Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE RIVERFRONT
FUNDS. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSAL #1.
TO APPROVE OR DISAPPROVE CHANGING THE FUND'S INVESTMENT
OBJECTIVES FROM THE CURRENT PRIMARY INVESTMENT OF
SEEKING A HIGH LEVEL OF INVESTMENT INCOME AND A
SECONDARY OBJECTIVE OF SEEKING CAPITAL APPRECIATION, TO
A NEW INVESTMENT OBJECTIVE OF SEEKING LONG-TERM GROWTH
OF CAPITAL.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
YOUR VOTE IS IMPORTANT Please
complete, sign and return this
card as soon as possible.
Dated
Signature
Signature (Joint Owners)
Please sign this proxy exactly as your name appears on the books of the Fund
(which matches the name on the address label of this proxy). Joint owners should
each sign personally. Trustees and other fiduciaries should indicate the
capacity in which they sign, and where more than one name appears, a majority
must sign. If a corporation, this signature should be that of an authorized
officer who should state his or her title.
YOU MAY ALSO VOTE YOUR SHARES BY TOUCHTONE PHONE BY CALLING
1-800-690-6903, OR THROUGH THE INTERNET AT
WWW.PROXYVOTE.COM.
Cusips 768709404
768709800
25887 (10/00)