WCT FUNDS, N-1A/A, 1997-11-25

WCT FUNDS
N-1A/A, 1997-11-25

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1933 Act File No. 333-35785
1940 Act File No. 811-08335

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933..... X

Pre-Effective Amendment No. 3 ........................... X

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X

Amendment No. 3 ......................................... X

WCT FUNDS

(Exact name of Registrant as Specified in Charter)

Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)

(412) 288-1900
(Registrant's Telephone Number)

John W. McGonigle, Esq.,
Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering As soon as possible after the
effectiveness of the Registration Statement

Title of Securities Being Registered...... Shares of Beneficial Interest

Amendment Pursuant to Rule 473

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a),
may determine.

Copies To:

Matthew G. Maloney, Esquire
Dickstein, Shapiro, Morin & Oshinsky, L.L.P.
2101 L Street, N.W.
Washington, D.C. 20037

<PAGE>

CROSS-REFERENCE SHEET

This Amendment to the Registration Statement of WCT FUNDS consists of one
portfolio, West Coast Equity Fund, and is comprised of the following:

PART A. INFORMATION REQUIRED IN A PROSPECTUS.

Prospectus Heading
(Rule 404(c) Cross Reference)

Item 1. Cover Page....................Cover Page.
Item 2. Synopsis......................Summary of Fund Expenses.
Item 3. Condensed Financial
Information Performance Information.
Item 4. General Description of
Registrant....................General Information; Investment
Information; Investment Objective;
Investment Policies; Acceptable
Investments; Investment Limitations.
Item 5. Management of the Fund WCT Funds Management; Management of
the WCT Funds; Distribution of Fund
Shares; Administration of
the Fund; Expenses of the Fund.
Item 6. Capital Stock and Other
Securities....................Dividends and Distributions;
Shareholder Information; Voting
Rights; Tax Information; Federal
Income Tax; State and Local Taxes;
Effect of Banking Laws.
Item 7. Purchase of Securities Being .
Offered.......................Net Asset Value; Investing in the
Fund; Share Purchases; Minimum
Investment Required; What Shares Cost;
Purchases at Net Asset Value;
Purchases with Proceeds from
Redemption of Unaffiliated Mutual Fund
Shares; Sales Charge Reallowance;
Reducing or Eliminating the Sales
Charge; Systematic Investment Program;
Retirement Plans; Confirmations and
Account Statements; Exchange
Privilege; Exchanging Shares.
Item 8. Redemption or Repurchase......Redeeming Shares; Systematic
Withdrawal Program; Account with Low
Balances.
Item 9. Pending Legal Proceedings.....None.

<PAGE>

PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.

Item 10. Cover Page....................Cover Page.
Item 11. Table of Contents.............Table of Contents.
Item 12. General Information and
History General Information About the Fund.
Item 13. Investment Objectives and
Policies......................Investment Objective and Policies;
Investment Limitations; Appendix.
Item 14. Management of the Fund WCT Funds Management; Trustees
Compensation.
Item 15. Control Persons and Principal
Holders of Securities Fund Ownership.
Item 16. Investment Advisory and Other
Services......................Investment Advisory Services;
Distribution and Shareholder Services
Plans; Other Services; Fund
Administration; Custodian and
Portfolio Accountant; Transfer Agent,
Dividend Disbursing Agent, and
Shareholder Servicing Agent;
Independent Auditors.
Item 17. Brokerage Allocation..........Brokerage Transactions.
Item 18. Capital Stock and Other
Securities Not Applicable.
Item 19. Purchase, Redemption and
Pricing of Securities
Being Offered.................Purchasing Shares; Determining Net
Asset Value; Exchange Privilege;
Redeeming Shares; Redemption
in Kind; Massachusetts Partnership
Law.
Item 20. Tax Status....................Tax Status; The Fund's Tax Status;
Shareholders' Tax Status.
Item 21. Underwriters..................Not Applicable.
Item 22. Calculation of Performance
Data..........................Total Return; Yield; Performance
Comparisons.
Item 23. Financial Statements..........Filed in Part A.

WCT Equity Fund

(A Portfolio of the WCT Funds)
PROSPECTUS

The shares of WCT Equity Fund (the "Fund") offered by this prospectus represent
interests in a diversified portfolio in the WCT Funds (the "Trust"), an open-end
management investment company (a mutual fund). The investment objective of the
Fund is to provide long-term capital appreciation. The Fund pursues this
objective by investing primarily in common or preferred stock of large or medium
sized companies with market capitalizations in excess of $1.5 billion.

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF WEST
COAST TRUST COMPANY, INC. OR ITS AFFILIATES, ARE NOT ENDORSED OR GUARANTEED BY
WEST COAST TRUST COMPANY, INC. OR ITS AFFILIATES, AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENT AGENCY. INVESTMENT IN THESE SHARES INVOLVES INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

This prospectus contains the information you should read and know before you
invest in the Fund. Keep this prospectus for future reference.

The Fund has also filed a Statement of Additional Information dated December 1,
1997 with the Securities and Exchange Commission. The information contained in
the Statement of Additional Information is incorporated by reference into this
prospectus. You may request a copy of the Statement of Additional Information,
or a paper copy of this prospectus, if you have received your prospectus
electronically, free of charge, obtain other information, or make inquiries
about the Fund by writing to the Fund or by calling the Fund at 1-888- - . The
Statement of Additional Information, material incorporated by reference into
this document, and other information regarding the Fund is maintained
electronically with the SEC at Internet Web site (http://www.sec.gov).

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

Prospectus dated December 1, 1997

- --------------------------------------------------------------------------------
TABLE OF CONTENTS
- --------------------------------------------------------------------------------

SUMMARY OF FUND EXPENSES...................................................... 1

GENERAL INFORMATION........................................................... 2

INVESTMENT INFORMATION........................................................ 2
INVESTMENT OBJECTIVE....................................................... 2
INVESTMENT POLICIES........................................................ 2
ACCEPTABLE INVESTMENTS..................................................... 2
INVESTMENT LIMITATIONS..................................................... 5
HUB AND SPOKE OPTION....................................................... 5

WCT FUNDS INFORMATION......................................................... 5
MANAGEMENT OF THE WCT FUNDS................................................ 5
DISTRIBUTION OF FUND SHARES................................................ 6
ADMINISTRATION OF THE FUND................................................. 7
BROKERAGE TRANSACTIONS..................................................... 7

NET ASSET VALUE............................................................... 8

INVESTING IN THE FUND......................................................... 8
SHARE PURCHASES............................................................ 8
MINIMUM INVESTMENT REQUIRED................................................ 9
WHAT SHARES COST........................................................... 9
PURCHASES AT NET ASSET VALUE............................................... 9
PURCHASES WITH PROCEEDS FROM REDEMPTIONS
OF UNAFFILIATED MUTUAL FUND SHARES...................................... 9
SALES CHARGE REALLOWANCE................................................... 9
REDUCING OR ELIMINATING THE SALES CHARGE................................... 9
SYSTEMATIC INVESTMENT PROGRAM............................................. 10
RETIREMENT PLANS.......................................................... 10
CONFIRMATIONS AND ACCOUNT STATEMENTS...................................... 10
DIVIDENDS AND DISTRIBUTIONS............................................... 10

EXCHANGE PRIVILEGE........................................................... 11
EXCHANGING SHARES......................................................... 11
EXCHANGE BY TELEPHONE..................................................... 11
WRITTEN EXCHANGE.......................................................... 12

REDEEMING SHARES............................................................. 12
SYSTEMATIC WITHDRAWAL PROGRAM............................................. 13
ACCOUNTS WITH LOW BALANCES................................................ 13

SHAREHOLDER INFORMATION...................................................... 13
VOTING RIGHTS............................................................. 13

EFFECT OF BANKING LAWS....................................................... 13

TAX INFORMATION.............................................................. 14
FEDERAL INCOME TAX........................................................ 14
STATE AND LOCAL TAXES..................................................... 14

PERFORMANCE INFORMATION...................................................... 14
PERFORMANCE INFORMATION FOR
PREDECESSOR COMMON TRUST FUND........................................... 14

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS..................................... 16

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SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<S> <C> <C>
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price).............................. 4.50%
Maximum Sales Charge Imposed on Reinvested Dividends (as a percentage of offering price)................... None
Contingent Deferred Sales Charge (as a percentage of original purchase price or
redemption proceeds, as applicable)...................................................................... None
Redemption Fees (as a percentage of amount redeemed, if applicable)........................................ None
Exchange Fee............................................................................................... None

ANNUAL FUND OPERATING EXPENSES*
(As a percentage of projected average net assets)
Management Fee (after waiver)(1)........................................................................... 0.50%
12b-1 Fee(2)............................................................................................... 0.00%
Total Other Expenses....................................................................................... 0.65%
Shareholder Servicing Fee(3)................................................................ 0.00%
Total Fund Operating Expenses(4)...................................................................... 1.15%
</TABLE>

(1) The estimated management fee has been reduced to reflect the anticipated
voluntary waiver of the management fee by the investment adviser. The
adviser can terminate this voluntary waiver at any time at its sole
discretion. The maximum management fee is 0.75%.

(2) As of the date of this prospectus, the Fund is not paying or accruing 12b-1
fees. The Fund will not pay or accrue 12b-1 fees until a separate class of
shares has been created for certain institutional investors. The Fund's
distributor can pay up to 0.25% as a 12b-1 fee which is reimbursed to the
distributor by the Fund. See "Distribution of Fund Shares." Long-term
shareholders may pay more than the economic equivalent of the maximum
front-end sales charges permitted under the rules of the National
Association of Securities Dealers, Inc.

(3) As of the date of this prospectus, the Fund is not paying or accruing
Shareholder Servicing fees. The Fund can pay up to 0.25% as a Shareholder
Servicing fee. See "Distribution of Fund Shares."

(4) The Total Fund Operating Expenses are estimated to be 1.40% absent the
voluntary waiver described in Note 1 above.

* Expenses in this table are estimated based on average expenses expected to
be incurred during the fiscal year ending October 31, 1998. During the
course of this period, expenses may be more or less than the average amount
shown.

The purpose of this table is to assist the investor in understanding the various
costs and expenses that a shareholder in the Fund will bear, either directly or
indirectly. For more complete descriptions of the various costs and expenses,
see "WCT Funds Information" and "Investing in the Fund". Wire-transferred
redemptions may be subject to additional fees.

<TABLE>
<CAPTION>
EXAMPLE
- --------------------------------------------------------------------------------------------------------
<S> <C>
You would pay the following expenses on a $1,000 investment assuming (1) 5% annual return; (2)
redemption at the end of each time period; and (3) payment of the maximum sales charge. As noted in the
table above, the Fund charges no contingent deferred sales charge
1 Year.................................................................................................. $56
3 Years................................................................................................. $80
</TABLE>

THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THIS EXAMPLE
IS BASED ON ESTIMATED DATA FOR THE FISCAL YEAR ENDING OCTOBER 31, 1998.

- --------------------------------------------------------------------------------
GENERAL INFORMATION
- --------------------------------------------------------------------------------

The WCT Funds was established as a Massachusetts business trust under a
Declaration of Trust dated July 1, 1997. The Declaration of Trust permits the
WCT Funds to offer separate series of shares of beneficial interest representing
interests in separate portfolios of securities. This prospectus relates only to
the WCT Funds' equity portfolio, known as WCT Equity Fund. The Fund is for trust
clients of WCT Trust Company, Inc. and its affiliates and individual investors
who desire a convenient means of accumulating an interest in a professionally
managed, diversified portfolio investing primarily in common or preferred stock
of large or medium sized companies with market capitalizations in excess of $1.5
billion. West Coast Trust Company, Inc. is the investment adviser to the Fund,
and Becker Capital Management, Inc. is the Fund's sub-adviser. The minimum
initial investment by a trust customer is $5,000 and $1,000 for individual
investors. Subsequent investments must be in amounts of at least $100.

Fund shares are sold at net asset value plus an applicable sales charge and are
redeemed at net asset value.

- --------------------------------------------------------------------------------
INVESTMENT INFORMATION
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

The investment objective of the Fund is to provide long-term capital
appreciation. While there is no assurance that the Fund will achieve its
investment objective, it endeavors to do so by investing in companies believed
to represent good long-term values not currently recognized in the market prices
of their securities identified through fundamental analysis, systematic stock
valuation and disciplined portfolio construction. The investment objective
cannot be changed without approval of shareholders. Unless indicated otherwise,
the investment policies described below may be changed by the Board of Trustees
(the "Trustees") without the approval of shareholders. Shareholders will be
notified before any material changes in these policies become effective.

INVESTMENT POLICIES

The Fund pursues its objective by investing primarily in common or preferred
stock of large or medium sized companies with market capitalizations in excess
of $1.5 billion. Occasionally, the Fund will hold small cap issues which satisfy
the adviser's and sub-adviser's valuation discipline. The common and preferred
stocks the Fund invests in are generally characterized as having low price to
earnings ratios, and as having growth and quality characteristics which match or
exceed those companies which comprise the Standard & Poor's 500 Index ("S&P").
As a matter of investment policy, the Fund will invest so that, under normal
circumstances, at least 80% of its total assets are invested in equity
securities.

ACCEPTABLE INVESTMENTS
The securities in which the Fund invests include, but are not limited to:

. common stocks of U.S. companies which are either listed on the New York or
American Stock Exchanges or traded in over-the-counter markets, and preferred
stocks, warrants, and preferred stocks convertible into common stocks of such
companies;

. American Depositary Receipts ("ADRs") of foreign companies traded on the New
York or American Stock Exchanges or in the over-the-counter market;

. obligations of the United States government;

. notes, bonds, and discount notes of U.S. government agencies or
instrumentalities;

. money market instruments rated, at the time of purchase, A-1 or A-2 by
Standard & Poor's ("S&P"), Prime-1 or Prime-2 by Moody's Investors Service,
Inc. ("Moody's"), or F-1 or F-2 by Fitch Investor Services ("Fitch"), or, if
not rated, determined by the adviser or sub-adviser to be of comparable
quality; and

. repurchase agreements collateralized by eligible investments.

In addition, the Fund may lend portfolio securities, invest in securities of
other investment companies, and engage in when-issued and delayed delivery
transactions.

The prices of fixed income securities fluctuate inversely to the direction of
interest rates.

COMMON STOCKS

As described above, the Fund invests primarily in common and preferred stocks.
As with other mutual funds that invest primarily in common and preferred stocks,
the Fund is subject to market risks. That is, the possibility exists that common
and preferred stocks will decline over short or even extended periods of time,
and the United States equity market tends to be cyclical, experiencing both
periods when stock prices generally increase and periods when stock prices
generally decrease. The Fund may, from time to time, invest in issuers with
smaller capitalizations. Small capitalization stocks have historically been more
volatile in price than larger capitalization stocks, such as those included in
the S&P 500. This is because, among other things, smaller companies have a lower
degree of liquidity in the equity market and tend to have a greater sensitivity
to changing economic conditions than larger companies. Further, in addition to
exhibiting greater volatility, these stocks may, to some degree, fluctuate
independently of the stocks of large companies. That is, the stocks of small
capitalization companies may decline in price as the price of large company
stocks rises or vice versa. Therefore, investors should expect that there will
be periods of time when the Fund will exhibit greater volatility than broad
stock market indices such as the S&P 500.

CONVERTIBLE SECURITIES

Convertible securities are fixed income securities which may be exchanged or
converted into a predetermined number of shares of the issuer's underlying
common stock at the option of the holder during a specified time period.
Convertible securities may take the form of convertible preferred stock or
debentures, units consisting of warrants or a combination of the features of
several of these securities. The Fund may invest in convertible securities rated
BBB or better by S&P or Fitch or Baa or better by Moody's, or, if unrated, of
comparable quality as determined by the Fund's adviser or sub-adviser.

Convertible preferred stocks generally retain the investment characteristics of
fixed income securities until they have been converted but also react to
movements in the underlying equity securities. The holder is entitled to receive
the dividend preference of a preferred stock until the holder elects to exercise
the conversion privilege.

SECURITIES OF FOREIGN ISSUERS
The Fund may invest (up to 20% of its total assets) in securities of foreign
issuers traded on the New York or American Stock Exchanges or in the
over-the-counter market in the form of depositary receipts. Securities of a
foreign issuer may present greater risks in the form of nationalization,
confiscation, domestic marketability, or other national or international
restrictions. As a matter of practice, the Fund will not invest in the
securities of a foreign issuer if any such risk appears to the adviser or
sub-adviser to be substantial.

Other differences between investing in foreign and U.S. companies include:

. less publicly available information about foreign companies;

. the lack of uniform financial accounting standards applicable to foreign
companies;

. less readily available market quotations on foreign companies;

. differences in government regulation and supervision of foreign securities
exchanges, brokers, listed companies, and banks;

. generally lower foreign securities market volume;

. the likelihood that foreign securities may be less liquid or more volatile;

. generally higher foreign brokerage commissions;

. possible difficulty in enforcing contractual obligations or obtaining court
judgments abroad because of differences in the legal systems;

. unreliable mail service between countries; and

. political or financial changes which adversely affect investments in some
countries.

U.S. GOVERNMENT OBLIGATIONS
These securities include but are not limited to:

. direct obligations of the U.S. Treasury, such as U.S. Treasury bills, notes,
and bonds; and

. notes, bonds and discount notes of U.S. government agencies or
instrumentalities.

Some of these obligations are backed by the full faith and credit of the U.S.
Treasury. No assurances can be given that the U.S. government will provide
financial support to other

agencies or instrumentalities, since it is not obligated to do so. These
agencies and instrumentalities are supported by:

. the issuer's right to borrow an amount limited to a specific line of credit
from the U.S. Treasury;

. the discretionary authority of the U.S. government to purchase certain
obligations of an agency or instrumentality; or

. the credit of the agency or instrumentality.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
The Fund may invest its assets in securities of other investment companies as an
efficient means of carrying out its investment policies. It should be noted that
investment companies incur certain expenses, such as management fees, and,
therefore, any investment by the Fund in shares of other investment companies
may be subject to such duplicate expenses.

TEMPORARY INVESTMENTS
In such proportions as, in the judgment of its adviser and sub-adviser,
prevailing market conditions warrant, the Fund may, for temporary defensive
purposes, invest in:

. commercial paper which matures in 270 days or less so long as at least two
ratings are high quality ratings by nationally recognized statistical rating
organizations;

. time and savings deposits (including certificates of deposit) in commercial or
savings banks whose accounts are insured by the Bank Insurance Fund ("BIF"),
which is administered by the Federal Deposit Insurance Corporation ("FDIC"),
or in institutions whose accounts are insured by the Savings Association
Insurance Fund ("SAIF"), which is also administered by the FDIC, including
certificates of deposit issued by, and other time deposits in, foreign
branches of BIF-insured banks; and

. bankers' acceptances.

RESTRICTED AND ILLIQUID SECURITIES
The Fund may invest in restricted securities. Other than Section 4(2) commercial
paper, restricted securities are any securities in which the Fund may otherwise
invest pursuant to its investment objective and policies, but which are subject
to restrictions on resale under federal securities laws. However, the Fund will
limit investments in illiquid securities, including certain restricted
securities not determined by the Trustees to be liquid, non-negotiable time
deposits and repurchase agreements providing for settlement in more than seven
days after notice, to 15% of its net assets.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
The Fund may purchase securities on a when-issued or delayed delivery basis.
These transactions are arrangements in which the Fund purchases securities with
payment and delivery scheduled for a future time. The seller's failure to
complete these transactions may cause the Fund to miss a price or yield
considered to be advantageous. Settlement dates may be a month or more after
entering into these transactions, and the market values of the securities
purchased may vary from the purchase prices.

The Fund may dispose of a commitment prior to settlement if the adviser and
sub-adviser deem it appropriate to do so. In addition, the Fund may enter into
transactions to sell its purchase commitments to third parties at current market
values and simultaneously acquire other commitments to purchase similar
securities at later dates. The Fund may realize short-term profits or losses
upon the sale of such commitments.

LENDING OF PORTFOLIO SECURITIES
In order to generate additional income, the Fund may lend portfolio securities
on a short-term or long-term basis, or both, to broker/dealers, banks, or other
institutional borrowers of securities. The Fund will only enter into loan
arrangements with broker/dealers, banks, or other institutions which the
investment adviser and sub-adviser have determined are creditworthy under
guidelines established by the Trustees and will receive collateral in the form
of cash or U.S. government securities equal to at least 100% of the value of the
securities loaned. There is the risk that when lending portfolio securities, the
securities may not be available to the Fund on a timely basis and the Fund may,
therefore, lose the opportunity to sell the securities at a desirable price. In
addition, in the event that a borrower of securities would file for bankruptcy
or become insolvent, disposition of the securities may be delayed pending court
action.

REPURCHASE AGREEMENTS
The U.S. government securities and other securities in which the Fund invests
may be purchased pursuant to repurchase agreements. Repurchase agreements are
arrangements in which banks, broker/dealers, and other recognized financial
institutions sell U.S. government securities or other securities to the Fund and
agree at the time of sale to repurchase them at a mutually agreed upon time and
price. To the extent that the original seller does not repurchase the securities
from the Fund, the Fund could receive less than the repurchase price on any sale
of such securities.

PORTFOLIO TURNOVER
Although the Fund does not intend to invest for the purpose of seeking
short-term profits, securities in the Fund's portfolio will be sold whenever the
adviser and sub-adviser believe it is appropriate to do so in light of the
Fund's investment objective, without regard to the length of time a particular
security may have been held. A high portfolio turnover rate may also result in
higher taxes paid by the Fund's shareholders. See "Tax Information" in this
Prospectus.

INVESTMENT LIMITATIONS
As a matter of fundamental investment policy, which cannot be changed without
shareholder approval, the Fund will not borrow money directly or through reverse
repurchase agreements (arrangements in which the Fund sells a portfolio
instrument for a percentage of its cash value with an arrangement to buy it back
on a set date) or pledge securities except, under certain circumstances, the
Fund may borrow up to one-third of the value of its total assets and pledge up
to 15% of its total assets to secure such borrowings.

HUB AND SPOKE(R) OPTION
If the Trustees determine it to be in the best interest of the Fund and its
shareholders, the Fund may in the future seek to achieve its investment
objective by investing all of its assets in another investment company having
the same investment objective and substantially the same investment policies and
restrictions as those applicable to the Fund. It is expected that any such
investment company would be managed in substantially the same manner as the
Fund.

The initial shareholder of the Fund (which is an affiliate of Edgewood Services,
Inc.) voted to vest authority to use this investment structure in the sole
discretion of the Trustees. No further approval of shareholders is required.
Shareholders will receive at least 30 days prior notice of any such investment.

In making its determination, the Trustees will consider, among other things, the
benefits to shareholders and/or the opportunity to reduce costs and achieve
operational efficiencies. Although it is expected that the Trustees will not
approve an arrangement that is likely to result in higher costs, no assurance is
given that costs will remain the same or be materially reduced if this
investment structure is implemented.

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WCT FUNDS INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE WCT FUNDS
BOARD OF TRUSTEES
The WCT Funds are managed by a Board of Trustees. The Board of Trustees is
responsible for managing the business affairs of the WCT Funds and for
exercising all of the powers of the WCT Funds except those reserved for the
shareholders. An Executive Committee of the Board of Trustees handles the
Board's responsibilities between meetings of the Board.

INVESTMENT ADVISER
Pursuant to an investment advisory contract with the WCT Funds, investment
decisions for the Fund are made by West Coast Trust Company, Inc. (hereinafter
referred to as the "Adviser" or "West Coast Trust"), the Fund's investment
adviser, subject to direction by the Trustees. The Adviser, in consultation with
Becker Capital Management, Inc. (the "Sub-Adviser"), continually conducts
investment research and supervision for the Fund and is responsible for the
purchase or sale of portfolio instruments.

ADVISORY FEES
The Fund's Adviser receives an annual investment advisory fee equal to 0.75% of
the Fund's average daily net assets. The Adviser may voluntary choose to waive a
portion of its fee or reimburse the Fund for certain operating expenses. The
Adviser can terminate this voluntary waiver of its advisory fee at any time at
its sole discretion.

ADVISER'S BACKGROUND

The Adviser is a wholly-owned subsidiary of West Coast Bancorp ("Bancorp").
Organized in 1981, Bancorp held approximately $712.3 million in total assets as
of December 31, 1996, and is the second largest bank holding company based in
Oregon. Through its subsidiaries--The Commercial Bank, Valley Commercial Bank,
The Bank of Newport, The Bank of Vancouver and West Coast Trust, Bancorp offers
a full range of commercial banking services, including trust services to
individuals, partnerships, corporations, and institutions and acts as fiduciary
of estates and conservatorships, and as a trustee under various wills, trusts
and pension and profit-sharing plans. In addition, Bancorp and its subsidiaries
offer tax-deferred annuities, single-premium whole life insurance, other
insurance investment products and securities products. The Adviser has not
previously served as an investment adviser to a mutual fund.

The Adviser has common and collective funds with assets totaling approximately
$88.9 million as of December 31, 1996.

As part of their regular banking operations, Bancorp and its subsidiaries may
make loans to public companies. Thus, it may be possible, from time to time, for
the Fund to hold or acquire the securities of issuers which are lending clients
of Bancorp and its subsidiaries. The lending relationship will not be a factor
in the selection of securities.

SUB-ADVISER
Pursuant to the terms of an investment sub-advisory agreement between the
Adviser and Becker Capital Management, Inc., the Sub-Adviser will make all
determinations with respect to the investment of assets of the Fund, and shall
take such steps as may be necessary to implement the same, including the
placement of purchases and sale orders on behalf of the Fund. For the services
provided and the expenses incurred by the Sub-Adviser pursuant to the sub-
advisory agreement, the Sub-Adviser is entitled to receive an annual
sub-advisory fee equal to 0.50% of the daily assets of the Fund payable by the
Adviser from the advisory fees. The Sub-Adviser may elect to waive some or all
of its fee. In no event shall the Fund be responsible for any fees due to the
Sub-Adviser for its services to the Adviser.

SUB-ADVISER'S BACKGROUND
The Sub-Adviser is a registered investment advisory firm founded in 1976 as P.E.
Becker Inc. In 1992, the Sub-Adviser changed its name to Becker Capital
Management, Inc. The Sub-Adviser manages assets totaling approximately $2.0
billion for individuals, corporate pensions and profit sharing trusts,
multi-employer trusts and endowment funds. The Sub-Adviser is a 100% employee
owned firm. The Sub-Adviser is currently a sub-adviser for another mutual fund.

Donald L. Wolcott has been the Fund's portfolio manager since its inception. Mr.
Wolcott is a Vice President and Portfolio Manager of Becker Capital Management,
Inc., and has served in that capacity since 1987. His responsibilities include
the management of portfolios for taxable individuals and charitable foundations
and Mr. Wolcott also participates in strategic asset allocation decisions for
the firm's balanced account portfolios. Mr. Wolcott received a B.A. in business
from the University of Nebraska and is a Chartered Financial Analyst.

DISTRIBUTION OF FUND SHARES
Edgewood Services, Inc. is the principal distributor for shares of the Fund. It
is a New York corporation organized on October 26, 1993, and is the principal
distributor for a number of investment companies. Edgewood Services, Inc. is a
subsidiary of Federated Investors.

DISTRIBUTION AND SHAREHOLDER SERVICES PLANS
Under a distribution plan adopted in accordance with Investment Company Act Rule
12b-1 (the "Plan"), the Fund may pay to the distributor an amount computed at an
annual rate of .25% of the average daily net assets of the Fund to finance any
activity which is principally intended to result in the sale of shares subject
to the Plan. The distributor may select financial institutions such as banks,
fiduciaries, custodians for public funds, investment advisers, and
broker/dealers ("brokers") to provide distribution and/or administrative
services as agents for their clients or customers.

The distributor may from time to time and for such periods as it deems
appropriate, voluntarily reduce its compensation under the Plan to the extent
the expenses attributable to the shares exceed such lower expense limitations as
the distributor may, by notice to the Trust, voluntarily declare to be
effective.

The distributor will pay financial institutions a fee based upon the shares
subject to the Plan and owned by their clients or customers. The schedules of
such fees and the basis upon which such fees will be paid will be determined
from time to time by the distributor.

The Plan is a compensation type plan. As such, the Fund makes no payments to the
distributor except as described above. Therefore, the Fund does not pay for
unreimbursed expenses of the distributor, including amounts expended by the
distributor in excess of amounts received by it from the Fund, interest,
carrying or other financing charges in connection with excess amounts expended,
or the distributor's overhead expenses. However, the distributor may be able to
recover such amounts or may earn a profit from future payments made by shares
under the Plan.

Certain trust clients of West Coast Trust will not be affected by the Plan
because the Plan will not be activated unless and until a separate class of
shares of the Fund (which would not have a Rule 12b-1 plan) is created and such
trust clients' investments in the Fund is converted to such class.

In addition, the Fund has adopted a Shareholder Services Plan (the "Services
Plan") with respect to its shares. Under the Services Plan, financial
institutions will enter into shareholder service agreements with the Fund to
provide administrative support services to their customers who, from time to
time, may be owners of record or beneficial owners of the shares. In return for
providing these support services, a financial institution may receive payments
from the Fund at a rate not exceeding .25% of the average daily net assets of
the shares beneficially owned by the financial institution's customers for whom
it is the holder of record or with whom it has a servicing relationship. These
administrative services may include, but are not limited to, the provision of
personal services and maintenance of shareholder accounts.

The Glass-Steagall Act prohibits a depository institution (such as a commercial
bank or savings association) from being an underwriter or distributor of most
securities. In the event the Glass-Steagall Act is deemed to prohibit depository
institutions from acting in the capacities described above or should Congress
relax current restrictions on depository institutions, the Trustees will
consider appropriate changes in the services.

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS

In addition to payments made pursuant to the Plan and Services Plan, Edgewood
Services, Inc. and Federated Shareholder Services, from their own assets, may
pay financial institutions supplemental fees for the performance of substantial
sales services, distribution-related support services, or shareholder services.
The support may include sponsoring sales, educational and training seminars for
their employees, providing sales literature, and engineering computer software
programs that emphasize the attributes of the Fund. Such assistance will be
predicated upon the amount of Shares the financial institution sells or may
sell, and/or upon the type and nature of sales or marketing support furnished by
the financial institution. Any payments made by the distributor may be
reimbursed by the Fund' s Adviser or its affiliates and not the Fund.

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES
Federated Services Company, a subsidiary of Federated Investors, provides the
Fund with the administrative personnel and services (including certain legal and
financial reporting services) necessary to operate the Fund. Such services
include shareholder servicing and certain legal and accounting services.
Federated Services Company provides these at an annual rate as specified below:

<TABLE>
<CAPTION>
ADMINISTRATIVE MAXIMUM AVERAGE AGGREGATE
FEE DAILY NET ASSETS OF THE TRUST
<S> <C>
.15% on the first $250 million
.125% on the next $250 million
.10% on the next $250 million
.075% on assets in excess of $750 million

</TABLE>

The administrative fee received during any fiscal year shall be at least
$75,000. Federated Services Company may choose voluntarily to waive a portion of
its fee.

BROKERAGE TRANSACTIONS

EXPENSES OF THE FUND
The Fund pays all of its own expenses and its allocable share of Trust expenses.
These expenses include, but are not limited to, the cost of: organizing the
Trust and continuing its existence; registering the Trust and its shares;
Trustees fees; meetings of Trustees and shareholders and proxy solicitations
therefor; auditing, accounting, and legal services; investment advisory and
administrative services; custodians, transfer agents, dividend disbursing
agents, shareholder servicing agents, and registrars; issuing, purchasing,
repurchasing, and redeeming shares; reports to government agencies; preparing,
printing and mailing documents to shareholders such as financial statements,
prospectuses and proxies; taxes and commissions; insurance premiums; association
membership dues; and such non-recurring and extraordinary items as may arise.

- --------------------------------------------------------------------------------
NET ASSET VALUE
- --------------------------------------------------------------------------------

The Fund's net asset value per share fluctuates. It is determined by dividing
the sum of the market value of all securities and all other assets, less
liabilities, by the number of shares outstanding.

The net asset value is determined as of the close of trading (normally 4:00
p.m., Eastern time) on the New York Stock Exchange, Monday through Friday,
except on: (i) days on which there are not sufficient changes in the value of
the Fund's portfolio securities that its net asset value might be materially
affected; (ii) days during which no shares are tendered for redemption and no
orders to purchase shares are received; and (iii) the following holidays: New
Year's Day, Martin Luther King Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Columbus Day, Veterans' Day, Thanksgiving Day, and
Christmas Day.

- --------------------------------------------------------------------------------
INVESTING IN THE FUND
- --------------------------------------------------------------------------------

SHARE PURCHASES
Fund shares are sold on days on which the New York Stock Exchange and the
Federal Reserve Wire System are open for business. In connection with qualified
account relationships with West Coast Trust, Fund shares may be purchased by
telephone through procedures established with West Coast Trust and its
affiliates. Individual investors may place orders to purchase shares either by
telephone or by mail. In connection with the sale of Fund shares, Edgewood
Services, Inc. (the "distributor") may from time to time offer certain items of
nominal value to any shareholder or investor. The Fund reserves the right to
reject any purchase request.

THROUGH WEST COAST TRUST

Trust customers placing an order to purchase shares of the Fund may open an
account by calling West Coast Trust at 1-800-451-3049. Information needed to
establish the account will be taken over the telephone.

Individual investors may open an account by completing a new account application
form available from West Coast Trust Shareholder Servicing Center at WCT Funds,
P.O. Box 8612, Boston, MA 02266-8612 or by telephoning West Coast Trust at
1-888- - . Mail the completed account application along with a check made
payable to the Fund to the above address.

Payment may be made by check, transfer from an Automated Clearing House ("ACH")
member institution, federal funds or by debiting a customer's account at West
Coast Trust. Purchase orders must be received by 3:00 p.m. (Eastern time)/12:00
Noon (Pacific time) in order for shares to be purchased at that day's price.
Orders by mail are considered received after payment by check is converted into
federal funds. This is generally the next business day after the transfer agent
receives the check. All purchases must be made in U.S. dollars and checks must
be drawn on a United States bank. Payment for shares may not be made by third
party check. Payments transmitted by check are accepted subject to collection at
full face amount which may take up to 7 calendar days.

PURCHASES BY WIRE

You may also purchase shares by bank wire. For opening new accounts in this
manner, please call 1-888- (toll free) before wiring your funds, and furnish the
following information: the account registration and address, and your taxpayer
identification number (for individuals, a Social Security number). When making
additional investments by wire to your existing account, please provide your
account number(s). You must include your name and telephone number, the amount
being wired and the name of the wiring bank with both new and existing account
purchases.

You should instruct your bank to wire Federal funds to: State Street Bank and
Trust Company, ABA number 011000028, Account Number 72097967, Boston,
Massachusetts 02266, indicating your account number and the account
registration. Shares cannot be purchased on days on which the New York Stock
Exchange is closed or on federal holidays restricting wire transfers. Questions
on wire purchases should be directed to your shareholder representative at the
telephone number listed on your account statement.

MINIMUM INVESTMENT REQUIRED
The minimum initial investment in the Fund by a trust customer is $5,000 and
$1,000 for individual investors. Subsequent investments must be in amounts of at
least $100. The Fund may waive the initial minimum investment from time to time.
An institutional investor's minimum investment will be calculated by combining
all accounts it maintains with the Fund.

WHAT SHARES COST
Fund shares are sold at their net asset value next determined after an order is
received, plus a sales charge, as follows:

<TABLE>
<CAPTION>
DEALER
SALES CHARGE ALLOWANCE AS
AS A PERCENTAGE A PERCENTAGE
OFFERING NET AMOUNT OF OFFERING
PRICE INVESTED PRICE
<S> <C> <C> <C>
Less than $100,000 4.50% 4.71% 4.00%
$100,000 but less than
$250,000 3.75% 3.90% 3.50%
$250,000 but less than
$500,000 2.50% 2.56% 2.75%
$500,000 but less than
$750,000 2.00% 2.04% 2.25%
$750,000 but less than
$1 million 1.00% 1.01% 1.25%
$1 million or more 0.00% 0.00% 0.00%
</TABLE>

PURCHASES AT NET ASSET VALUE
Shares of the Fund may be purchased at net asset value, without a sales charge,
by West Coast Trust for accounts in which West Coast Trust holds or manages
assets, by trust companies, trust departments of other financial institutions
and by banks and savings and loans for their own accounts. Trustees, emeritus
trustees, employees and retired employees of the Trust, West Coast Trust, West
Coast Bancorp and its subsidiaries, or Edgewood Services, Inc. or their
affiliates, or any bank or investment dealer who has a sales agreement with
Edgewood Services, Inc. with regard to the Fund, and their spouses and children
under 21, may also buy shares at net asset value, without a sales charge. In
addition, customers, employee benefit plans, and employees of Becker Capital
Management, Inc. and their spouses and children under 21 may also buy shares at
net asset value, without a sales charge.

PURCHASES WITH PROCEEDS FROM REDEMPTIONS OF UNAFFILIATED MUTUAL FUND SHARES
Investors may purchase shares of the Fund at net asset value, without a sales
charge, with the proceeds from redemption of shares of a mutual fund which was
sold with a sales charge or commission. The purchase must be made within 60 days
of the redemption, and the distributor must be notified by the investor in
writing, or by his financial institution, at the time the purchase is made. To
provide adequate proof, an investor must provide a statement showing the value
liquidated from the other mutual fund. This offer is not available for the
redemption of mutual fund shares that were or would be subject to a contingent
deferred sales charge upon redemption.

SALES CHARGE REALLOWANCE
For sales of shares of the Fund, a dealer will normally receive up to 85% of the
applicable sales charge. For shares sold with a sales charge, West Coast Trust
will receive 85% of the applicable sales charge for purchases of Fund shares
made directly through West Coast Trust.

The sales charge for shares sold other than through West Coast Trust or
registered broker/dealers will be retained by the distributor. However, the
distributor will, periodically, uniformly offer to pay to dealers additional
amounts in the form of cash or promotional incentives, such as reimbursement of
certain expenses of qualified employees and their spouses to attend
informational meetings about the Fund or other special events at
recreational-type facilities, or items of material value. Such payments, all or
a portion of which may be paid from the sales charge the distributor normally
retains or any other source available to it, will be predicated upon the amount
of shares of the Fund that are sold by the dealer.

REDUCING OR ELIMINATING THE SALES CHARGE
The sales charge can be reduced or eliminated on the purchase of Fund shares
through:

. quantity discounts and accumulated purchases;

. signing a 13-month letter of intent;

. using the reinvestment privilege; or

. concurrent purchases.

QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES
As shown in the table under "What Shares Cost", larger purchases reduce or
eliminate the sales charge paid. The Fund will combine purchases made on the
same day by the investor, his spouse, and his children under age 21 when it
calculates the sales charge.

If an additional purchase of Fund shares is made, the Fund will consider the
previous purchases still invested in the Fund. For example, if a shareholder
already owns shares having a current value at the public offering price of
$90,000 and he purchases $10,000 more at the current public offering price, the
sales charge on the additional purchase according to the schedule now in effect
would be 3.75%, not 4.50%.

To receive the sales charge reduction or elimination, West Coast Trust or the
distributor must be notified by the shareholder in writing or by his financial
institution at the time the purchase is made that Fund shares are already owned
or that purchases are being combined. The Fund will reduce the sales charge
after it confirms the purchases.

LETTER OF INTENT
If a shareholder intends to purchase at least $100,000 of shares in the Fund
over the next 13 months, the sales charge may be reduced or eliminated by
signing a letter of intent to that effect. This letter of intent includes a
provision for a sales charge adjustment depending on the amount actually
purchased within the 13-month period and a provision for the custodian to hold
up to 4.50% of the total amount intended to be purchased in escrow (in shares of
the Fund) until such purchase is completed.

The shares held in escrow will be applied to the shareholder's account at the
end of the 13-month period unless the amount specified in the letter of intent
is not purchased. In this event, an appropriate number of escrowed shares may be
redeemed in order to realize the difference in the sales charge.

This letter of intent will not obligate the shareholder to purchase shares, but
if the shareholder does, each purchase during the period will be at the sales
charge applicable to the total amount intended to be purchased. This letter may
be dated as of a prior date to include any purchases made within the past 90
days; however, these previous purchases will not receive the reduced sales
charge.

REINVESTMENT PRIVILEGE
If shares in the Fund have been redeemed, the shareholder has a one-time right,
within 30 days, to reinvest the redemption proceeds at the next-determined net
asset value without any sales charge. West Coast Trust or the distributor must
be notified by the shareholder in writing or by his financial institution of the
reinvestment in order to eliminate a sales charge. If the shareholder redeems
his shares in the Fund, there may be tax consequences. Shareholders
contemplating such transactions should consult their own tax advisers.

CONCURRENT PURCHASES
For purposes of qualifying for a sales charge reduction, a shareholder has the
privilege of combining concurrent purchases of two or more WCT Funds, when and
if created, or two or more Federated Funds (as defined under "Exchange
Privilege"), the purchase price of which includes a sales charge. For example,
if a shareholder concurrently invested $30,000 in a Federated Fund with a sales
charge, and $70,000 in this Fund, the sales charge would be reduced.

To receive this sales charge reduction, the or the distributor must be notified
by the shareholder in writing at the time the concurrent purchases are made. The
Fund will reduce the sales charge after it confirms the purchases.

SYSTEMATIC INVESTMENT PROGRAM
Once a Fund account has been opened, shareholders may add to their investment on
a regular basis in a minimum amount of $100. Under this program, funds may be
automatically withdrawn periodically from the shareholder's checking account at
West Coast Trust and invested in Fund shares at the net asset value next
determined after an order is received by the Fund, plus the applicable sales
charge. A shareholder may apply for participation in this program through West
Coast Trust or through the distributor.

RETIREMENT PLANS
Shares of the Fund can be purchased as an investment for retirement plans or for
IRA accounts. For further details,

contact West Coast Trust Shareholder Servicing Center at
1-888- - and consult a tax adviser.

CONFIRMATIONS AND ACCOUNT STATEMENTS
Shareholders will receive detailed confirmations of transactions (except for
systematic program transactions). In addition, shareholders will receive
periodic statements reporting all account activity, including dividends paid.
The Fund will not issue share certificates.

DIVIDENDS AND DISTRIBUTIONS
Dividends are declared quarterly and paid quarterly to all shareholders invested
in the Fund on the record date. All shareholders on the record date are entitled
to the dividend. If shares are redeemed or exchanged prior to the record date,
or purchased after the record date, those shares are not entitled to that
quarter's dividend.

Distribution of any realized net long-term capital gains will be made at least
once every 12 months. Dividends are automatically reinvested in additional
shares of the Fund on payment dates at the ex-dividend date's net asset value
without a sales charge, unless cash payments are requested by writing to the
Fund or West Coast Trust, as appropriate.

- --------------------------------------------------------------------------------
EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------

An investor may exchange shares of the Fund into any other portfolio of the
Trust, when and if created, subject to the minimum initial investment
requirements for the Fund. In addition, shares of the Fund may also be exchanged
for certain other funds administered or distributed by subsidiaries of Federated
Investors that are not advised by West Coast Trust ("Federated Funds"). For
further information on the availability of Federated Funds for exchange, call
West Coast Trust Shareholder Servicing Center at 1-888- - .

EXCHANGING SHARES
Shareholders of any Fund in the WCT Funds may exchange shares for the shares of
any other Fund in the WCT Funds, when and if created. Prior to any exchange, the
shareholder must receive a copy of the current prospectus of the fund into which
an exchange is to be effected. Shares may be exchanged at net asset value, plus
the difference between the sales charge (if any) already paid and any sales
charge of the Fund into which shares are to be exchanged, if higher.

When an exchange is made from a fund with a sales charge to a fund with no sales
charge, the shares exchanged and additional shares which have been purchased by
reinvesting dividends on such shares retain the character of the exchanged
shares for purposes of exercising further exchange privileges; thus, an exchange
of such shares for shares of a fund with a sales charge would be at net asset
value.

Upon receipt of proper instructions and all necessary supporting documents,
shares submitted for exchange will be redeemed at the next-determined net asset
value. Written exchange instructions may require a signature guarantee. Exercise
of this privilege is treated as a sale for federal income tax purposes and,
depending on the circumstances, a short or long-term capital gain or loss may be
realized. The exchange privilege may be terminated at any time. Shareholders
will be notified of the termination of the exchange privilege. A shareholder may
obtain further information on the exchange privilege by calling West Coast
Trust. Telephone exchange instructions may be recorded. If reasonable procedures
are not followed by the Fund, it may be liable for losses due to unauthorized or
fraudulent telephone instructions.

EXCHANGE BY TELEPHONE

Shareholders may provide instructions for exchanges between participating funds,
when and if created, by telephone to West Coast Trust Shareholder Servicing
Center at 1-888- - .

An authorization form permitting the Fund to accept telephone exchange requests
must first be completed. It is recommended that investors request this privilege
at the time of their initial application. If not completed at the time of
initial application, authorization forms and information on this service can be
obtained by contacting West Coast Trust Shareholder Servicing Center.

Shares may be exchanged by telephone only between fund accounts having identical
shareholder registrations. Telephone exchange instructions may be recorded. If
reasonable procedures are not followed by the Fund, it may be liable for losses
due to unauthorized or fraudulent telephone instructions.

Telephone exchange instructions must be received by West Coast Trust before 3:00
p.m. (Eastern time) for shares to be exchanged the same day. Shareholders who
exchange into shares of the Fund will not receive a dividend from the Fund on
the date of the exchange.

Shareholders of the Fund may have difficulty in making exchanges by telephone
through banks or other financial institutions during times of drastic economic
or market changes. If shareholders cannot contact West Coast Trust Shareholder
Servicing Center or their authorized broker by telephone, it is recommended that
an exchange request be made in writing and sent by mail for next day delivery.

WRITTEN EXCHANGE

A shareholder wishing to make an exchange by written request may do so by
sending it to: WCT Funds, P.O. Box 8612, Boston, MA 02266-8612.

- --------------------------------------------------------------------------------
REDEEMING SHARES
- --------------------------------------------------------------------------------

The Fund redeems shares at its net asset value next determined after West Coast
Trust receives the redemption request. Redemptions will be made on days on which
the Fund computes its net asset value. Redemption requests cannot be executed on
days on which the New York Stock Exchange is closed or on federal holidays when
wire transfers are restricted. Requests for redemption can be made in person or
by telephone for trust customers. Individual investors can make requests for
redemption in person, by telephone or by mail through contacting West Coast
Trust Shareholder Servicing Center at 1-888- - .

BY WIRE

To redeem shares and receive proceeds by Federal Reserve Wire, trust customers
should contact their account officer. All other customers should call West Coast
Trust Shareholder Servicing Center at 1-888- - . A $5.00 fee will be imposed by
the Fund for wire redemptions. Wire orders will only be accepted on days on
which the Fund, West Coast Trust and the Federal Reserve Banks are open for
business.

BY TELEPHONE

A shareholder who is a trust customer of West Coast Trust may redeem shares of
the Fund by telephoning West Coast Trust at 1-800-451-3049. A shareholder who is
an individual investor may redeem shares by telephoning 1-800- - . For calls
received before 3:00 p.m. (Eastern time)/ 12:00 Noon (Pacific time), proceeds
will normally be wired the following day to the shareholder's account at West
Coast Trust, transferred through ACH to a member institution, or a check will be
sent to the address of record. In no event will proceeds be sent more than seven
days after a proper request for redemption is received. An authorization form
permitting the Fund to accept telephone requests must first be completed.
Authorization forms and information on this service are available from West
Coast Trust Shareholder Servicing Center. Telephone redemption instructions may
be recorded. If reasonable procedures are not followed by the Fund, it may be
liable for losses due to unauthorized or fraudulent telephone instructions.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption should be utilized, such as a written request to Federated
Shareholder Services Company or West Coast Trust.

If at any time, the Fund shall determine it necessary to terminate or modify
this method of redemption, shareholders would be promptly notified.

BY MAIL
Any shareholder may redeem Fund shares by sending a written request to West
Coast Trust. Telephone West Coast Trust for specific instructions before
redeeming by letter. The shareholder will be asked to provide in the request his
name, the Fund name, his account number, and the share or dollar amount
requested.

SIGNATURES
Shareholders requesting a redemption of any amount to be sent to an address
other than on record with the Fund, or a redemption payable other than to the
shareholder of record must have their signatures guaranteed by:

. a trust company or commercial bank whose deposits are insured by the Bank
Insurance Fund, which is administered by the Federal Deposit Insurance
Corporation ("FDIC");

. a member of the New York, American, Boston, Midwest, or Pacific Stock
Exchange;

. a savings bank or savings association whose deposits are insured by the
Savings Association Insurance Fund, which is administered by the FDIC; or

. any other "eligible guarantor institution," as defined in the Securities
Exchange Act of 1934.

The Fund does not accept signatures guaranteed by a notary public.

The Fund and its transfer agent have adopted standards for accepting signature
guarantees from the above institutions. The Fund may elect in the future to
limit eligible signature guarantors to institutions that are members of a
signature guarantee program. The Fund and its transfer agent reserve the right
to amend these standards at any time without notice.

Normally, a check for the proceeds is mailed within one business day, but in no
event more than seven days, after receipt of a proper written redemption
request.

SYSTEMATIC WITHDRAWAL PROGRAM
Shareholders who desire to receive payments of a predetermined amount may take
advantage of the Systematic Withdrawal Program. Under this program, Fund shares
are redeemed to provide for periodic withdrawal payments in an amount directed
by the shareholder. Depending upon the amount of the withdrawal payments, the
amount of dividends paid and capital gains distributions with respect to Fund
shares, and the fluctuation of the net asset value of Fund shares redeemed under
this program, redemptions may reduce, and eventually deplete, the shareholder's
investment in the Fund. For this reason, payments under this program should not
be considered as yield or income on the shareholder's investment in the Fund. To
be eligible to participate in this program, a shareholder must have an account
value of at least $10,000, other than retirement accounts subject to required
minimum distributions. A shareholder may apply for participation in this program
through his financial institution. For shares sold with a sales charge, it is
not advisable for shareholders to be purchasing shares while participating in
this program.

ACCOUNTS WITH LOW BALANCES
Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account and pay the proceeds to the shareholder if the
account balance falls below the required minimum value of $5,000 due to
shareholder redemptions. This requirement does not apply, however, if the
balance falls below $5,000 because of changes in the Fund's net asset value.
Before shares are redeemed to close an account, the shareholder is notified in
writing and allowed 30 days to purchase additional shares to meet the minimum
requirement.

- --------------------------------------------------------------------------------
SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------

VOTING RIGHTS
Each share of the Trust owned by a shareholder gives that shareholder one vote
in Trustee elections and other matters submitted to shareholders for vote. All
shares of each portfolio in the Trust have equal voting rights, except that in
matters affecting only a particular portfolio, only shareholders of that
portfolio Fund are entitled to vote.

The Trust is not required to hold annual shareholder meetings. Shareholder
approval will be sought only for certain changes in the Trust's or the Fund's
operation and for the election of Trustees under certain circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting of the shareholders shall be called by the Trustees upon the
written request of shareholders owning at least 10% of the outstanding shares of
the Trust entitled to vote.

- --------------------------------------------------------------------------------
EFFECT OF BANKING LAWS
- --------------------------------------------------------------------------------

The Glass-Steagall Act and other banking laws and regulations presently prohibit
a bank holding company registered under the Bank Holding Company Act of 1956 or
any affiliate thereof from sponsoring, organizing or controlling, a registered,
open-end investment company continuously engaged in the issuance of its shares,
and from issuing, underwriting, selling or distributing securities in general.
Such laws and regulations do not prohibit such a holding company or affiliate
from acting as investment adviser, transfer agent or custodian to such an
investment company or from purchasing shares of such a company as agent for and
upon the order of their customers.

Some entities providing services to the Trust are subject to such banking laws
and regulations. They believe that they

may perform those services for the Fund contemplated by any agreement entered
into with the Trust without violating those laws or regulations. Changes in
either federal or state statutes and regulations relating to the permissible
activities of banks and their subsidiaries or affiliates, as well as further
judicial or administrative decisions or interpretations of present or future
statutes and regulations, could prevent these entities from continuing to
perform all or a part of the above services. If this happens, the Trustees would
consider alternative means of continuing available investment services. It is
not expected that shareholders would suffer any adverse financial consequences
as a result of any of these occurrences.

- --------------------------------------------------------------------------------
TAX INFORMATION
- --------------------------------------------------------------------------------

FEDERAL INCOME TAX
The Fund will pay no federal regular income tax because it expects to meet
requirements of the Internal Revenue Code applicable to regulated investment
companies and to receive the special tax treatment afforded to such companies.

The Fund will be treated as a single, separate entity for federal income tax
purposes so that income (including capital gains) and losses realized by the
Trust's other portfolios will not be combined for tax purposes with those
realized by the Fund. Unless otherwise exempt, shareholders are required to pay
federal income tax on any dividends and other distributions received. This
applies whether dividends and distributions are received in cash or as
additional shares. The Fund will provide detailed tax information for reporting
purposes.

STATE AND LOCAL TAXES
Shareholders are urged to consult their own tax advisers regarding the status of
their accounts under state and local tax laws.

- --------------------------------------------------------------------------------
PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

From time to time, the Fund advertises its total return and yield.

Total return represents the change, over a specified period of time, in the
value of an investment in the Fund after reinvesting all income and capital
gains distributions. It is calculated by dividing that change by the initial
investment and is expressed as a percentage.

The yield of the Fund is calculated by dividing the net investment income per
share (as defined by the Securities and Exchange Commission) earned by the Fund
over a thirty-day period by the maximum offering price per share of the Fund on
the last day of the period. This number is then annualized using semi-annual
compounding. The yield does not necessarily reflect income actually earned by
the Fund and, therefore, may not correlate to the dividends or other
distributions paid to shareholders.

The performance information reflects the effect of the maximum sales charge
which, if excluded, would increase the total return and yield.

From time to time, advertisements for the Fund may refer to ratings, rankings,
and other information in certain financial publications and/or compare the
Fund's performance to certain indices.

PERFORMANCE INFORMATION FOR PREDECESSOR COMMON TRUST FUND

The Fund is the successor to the portfolio of a common trust fund managed by the
Sub-Adviser. It is anticipated that, at the Fund's commencement of operations
(expected to take place on or about December 12, 1997), the assets from the
common trust fund will be transferred to the Fund in exchange for Fund shares.
The Sub-Adviser has represented that the Fund's investment objective, policies
and limitations are in all material respects identical to those of the common
trust fund.

The Fund's average annual compounded total returns for the one-, three-, five-
and ten-year periods ended June 30, 1997, and since inception (August 31, 1985),
reflecting the maximum sales charge (i.e., 4.50%) were 23.04%, 18.94,%, 17.46%,
12.99% and 15.26%, respectively. The Fund's average annual compounded total
returns for the one-, five- and ten-year periods ended June 30, 1997, and since
inception (August 31, 1985), without reflecting the sales charge were 28.84%,
20.78,%, 18.54%, 13.51% and 15.71%, respectively. The quoted performance data
includes the performance of the common trust fund for periods before the Fund's
registration statement became effective, as adjusted to reflect the Fund's
anticipated expenses as set forth in the

"Expenses of the Fund" section of this prospectus. The common trust fund was not
registered under the Investment Company Act of 1940 ("1940 Act") and therefore
was not subject to certain investment restrictions that are imposed by the 1940
Act. If the common trust fund had been registered under the 1940 Act, the
performance may have been adversely affected.

- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------

WCT EQUITY FUND
NOVEMBER 17, 1997

<TABLE>
<S> <C>
ASSETS:
- ------------------------------------------------------------------------------------------------------
Cash $ 100,000
- ------------------------------------------------------------------------------------------------------
LIABILITIES: --
- ------------------------------------------------------------------------------------------------------ -----------
Net Assets for 10,000 shares outstanding $ 100,000
- ------------------------------------------------------------------------------------------------------ -----------
NET ASSETS CONSIST OF:
- ------------------------------------------------------------------------------------------------------
Paid in capital $ 100,000
- ------------------------------------------------------------------------------------------------------ -----------
NET ASSET VALUE AND REDEMPTION PROCEEDS PER SHARE:
- ------------------------------------------------------------------------------------------------------
$100,000 / 10,000 shares outstanding $ 10.00
- ------------------------------------------------------------------------------------------------------ -----------
Offering Price Per Share (100/95.5 of $10.00) $ 10.47
- ------------------------------------------------------------------------------------------------------ -----------
</TABLE>

Notes:

(1) WCT Equity Fund (the "Fund") is a diversified portfolio of the WCT Funds
(the "Trust"), an open-end management investment company (a mutual fund).
The Trust was established as a Massachusetts business trust under a
Declaration of Trust dated July 1, 1997 and has had no operations since
that date other than those relating to organizational matters including the
issuance on November 17, 1997, of 10,000 shares at $10.00 per share to
Federated Services Company, the Administrator of the Trust, Organizational
expenses estimated at $5,000, were borne initially by the Adviser. The Fund
has agreed to reimburse the Adviser for the organizational expenses with
five years of the date the Fund becomes effective.

(2) Reference is made to the "Management of the WCT Funds" (on page 5),
"Administration of the Fund" (on page 7), and "Tax Information" (on page
14) in the prospectus for descriptions of the investment advisory fee,
administrative and other services and federal tax aspects of the Fund.

(3) Certain Officers and Trustees of the Trust are Officers and Trustees of the
Administrator.

- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------

To the Shareholder and Board of Trustees of the WCT Funds (WCT Equity Fund):

We have audited the accompanying statement of assets and liabilities of WCT
Equity Fund as of November 17, 1997. This financial statement is the
responsibility of the Fund's management. Our responsibility is to express an
opinion on this financial statement based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit included examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such statement of assets and liabilities presents fairly, in all
material respects, the financial position of WCT Equity Fund as of November 17,
1997, in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
November 18, 1997

[LOGO OF FEDERATED INVESTORS] FEDERATED INVESTORS

WCT Funds Custodian WCT
WCT Equity Fund State Street Bank and Equity
Federated Investors Tower Trust Company Fund
Pittsburgh, PA 15222-3779 P.O. Box 1713
Boston, MA 02266-8600

Distributor
Edgewood Services, Inc. Transfer Agent and
Clearing Operations Dividend Disbursing Agent
P.O. Box 897 Federated Shareholder
Pittsburgh, PA 15222-3779 Services Company
Federated Investors Tower
Investment Adviser Pittsburgh, PA 15222-3779
West Coast Trust Company, Inc.
1000 Broadway, Suite 1100 Independent Public
Portland, OR 97205 Accountants
Arthur Andersen LLP
Sub-Adviser 2100 One PPG Place
Becker Capital Management, Inc. Pittsburgh, PA 15222
1211 SW Fifth Avenue, Ste. 2185
Portland, OR 97204

[LOGO OF WCT FUNDS]
WCT FUNDS

Prospectus
December 1, 1997

Edgewood Services, Inc.
Distributor

A subsidiary of Federated Investors
Federated Investors Tower [RECYCLED PAPER LOGO]
Pittsburgh, PA 15222-3779 RECYCLED
PAPER
G02161-01 (12/97)
A Portfolio of WCT Funds, an Open-End
Management Investment Company

WCT Equity Fund
(A Portfolio of the WCT Funds)

Statement of Additional Information

This Statement of Additional Information should be read with the prospectus
of WCT Equity Fund (the "Fund"), a portfolio of WCT Funds (the "Trust")
dated December 1, 1997. This Statement is not a prospectus. You may request
a copy of a prospectus or a paper copy of this Statement, if you have
received it electronically, free of charge by calling 1-888-___-____.

Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779

Statement dated December 1, 1997

[GRAPHIC OMITTED]
Cusip #########
G02161-02 (12/97)
[GRAPHIC OMITTED]

<PAGE>

Table of Contents
- --------------------------------------------------------------------------------

General Information About the Fund 1

Investment Objective and Policies 1
Types of Investments 1
Convertible Preferred Stock 1
Warrants 1
Restricted and Illiquid Securities 1
When-Issued and Delayed Delivery Transactions 2
Repurchase Agreements 2
Reverse Repurchase Agreements 2
Lending of Portfolio Securities 2
Portfolio Turnover 2

Investment Limitations 2

WCT Funds Management 4
Trust Ownership 8
Trustees' Compensation 8
Trustee Liability 9

Investment Advisory Services 9
Adviser to the Fund 9
Advisory Fees 9
Sub-Adviser to the Fund 9
Sub-Advisory Fees 9

Brokerage Transactions 9

Other Services 10
Fund Administration 10
Custodian and Portfolio Accountant 10
Transfer Agent, Dividend Disbursing
Agent, and Shareholder
Servicing Agent 10
Independent Auditors 10

Purchasing Shares 10
Distribution and Shareholder
Services Plans 10
Conversion to Federal Funds 10

Determining Net Asset Value 11
Determining Market Value of
Securities 11

Exchange Privilege 11
Requirements for Exchange 11
Making an Exchange 11

Redeeming Shares 11
Redemption in Kind 11

Massachusetts Partnership Law 12

Tax Status 12
The Fund's Tax Status 12
Shareholders' Tax Status 12

Total Return 12

Yield 12

Performance Comparisons 12
Economic and Market Information 13

Appendix 14

<PAGE>

General Information About the Fund

The Fund is a portfolio in the WCT Funds (the "Trust"), which was established as
a Massachusetts business trust under a Declaration of Trust dated July 1, 1997.

Investment Objective and Policies

The Fund's investment objective is to provide long-term capital appreciation.
The investment objective cannot be changed without approval of shareholders.
Unless otherwise indicated, the investment policies described below may be
changed by the Board of Trustees ("Trustees") without shareholder approval.
Shareholders will be notified before any material change in these policies
becomes effective.

Types of Investments

The Fund pursues its objective by investing primarily in common or preferred
stock of large or medium sized companies with market capitalizations in excess
of $1.5 billion. Occasionally, the Fund will hold small cap issues which satisfy
the manager's valuation discipline. The common and preferred stocks the Fund
invests in are generally characterized as having low price to earnings ratios,
and as having growth and quality characteristics which match or exceed those
companies which comprise the S&P 500 Index. As a matter of investment policy,
the Fund will invest so that, under normal circumstances, at least 80% of its
total assets are invested in equity securities.

Convertible Preferred Stock

Convertible preferred stock is senior to common stock, and therefore, has a
claim to assets of the corporation prior to the holders of common stock in the
case of liquidation. However, preferred stock is generally subordinated to debt
securities of the same company. The dividends from preferred stock provide a
stable stream of income with generally higher yields than common stocks, but
lower than debt securities.

The Fund will exchange or convert the convertible preferred stock held in its
portfolio into shares of the underlying common stock in instances in which, in
the adviser's and sub-adviser's opinions, the investment characteristics of the
underlying common shares will assist the Fund in achieving its investment
objective. Otherwise, the Fund will hold or trade the convertible preferred
stock. In selecting convertible preferred stock for the Fund, the Fund's adviser
and sub-adviser evaluate the investment characteristics of the convertible
preferred stock as a fixed income instrument, and the investment potential of
the underlying equity security for capital appreciation. In evaluating these
matters with respect to a particular convertible preferred stock, the Fund's
adviser and sub-adviser consider numerous factors, including the economic and
political outlook, the value of the security relative to other investment
alternatives, trends in the determinants of the issuer's profits, and the
issuer's management capability and practices.

Warrants

Warrants are basically options to purchase common stock at a specific price
(usually at a premium above the market value of the optioned common stock at
issuance) valid for a specific period of time. Warrants may have a life ranging
from less than a year to twenty years or may be perpetual. However, most
warrants have expiration dates after which they are worthless. In addition, if
the market price of the common stock does not exceed the warrant's exercise
price during the life of the warrant, the warrant will expire as worthless.
Warrants have no voting rights, pay no dividends, and have no right with respect
to the assets of the corporation issuing them. The percentage increase or
decrease in the market price of the warrant may end up to be greater than the
percentage increase or decrease in the market price of the optioned common
stock.

Restricted and Illiquid Securities

The Fund may invest in commercial paper issued in reliance on the exemption from
registration afforded by Section 4(2) of the Securities Act of 1933. Section
4(2) commercial paper is restricted as to disposition under federal securities
law, and is generally sold to institutional investors, such as the Fund, who
agree that they are purchasing the paper for investment purposes and not with a
view to public distribution. Any resale by the purchaser must be in an exempt
transaction. Section 4(2) commercial paper is normally resold to other
institutional investors like the Fund through or with the assistance of the
issuer or investment dealers who make a market in Section 4(2) commercial paper,
thus providing liquidity. The Trust believes that Section 4(2) commercial paper
is quite liquid. The Fund intends, therefore, to treat Section 4(2) commercial
paper as liquid and not subject to the investment limitation applicable to
illiquid securities.

When-Issued and Delayed Delivery Transactions

These transactions are made to secure what is considered to be an advantageous
price and yield for the Fund. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid assets of the Fund sufficient
to make payment for the securities to be purchased are segregated on the Fund's
records at the trade date. These assets are marked to market daily and are
maintained until the transaction has been settled. The Fund does not intend to
engage in when-issued and delayed delivery transactions to an extent that would
cause the segregation of more than 20% of the total value of its assets.

Repurchase Agreements

The Fund or its custodian will take possession of the securities subject to
repurchase agreements and these securities are marked to market daily. To the
extent that the original seller does not repurchase the securities from the
Fund, the Fund could receive less than the repurchase price on any sale of such
securities. In the event that such a defaulting seller filed for bankruptcy or
became insolvent, disposition of such securities by the Fund might be delayed
pending court action. The Fund believes that, under the regular procedures
normally in effect for custody of the Fund's portfolio securities subject to
repurchase agreements, a court of competent jurisdiction would rule in favor of
the Fund and allow retention or disposition of such securities. The Fund will
only enter into repurchase agreements with banks and other recognized financial
institutions, such as broker/dealers, which are deemed by the Fund's adviser and
sub-adviser to be creditworthy pursuant to guidelines established by the
Trustees.

Reverse Repurchase Agreements

The Fund may also enter into reverse repurchase agreements. These transactions
are similar to borrowing cash. In a reverse repurchase agreement, the Fund
transfers possession of a portfolio instrument to another person, such as a
financial institution, broker, or dealer, in return for a percentage of the
instrument's market value in cash, and agrees that on a stipulated date in the
future the Fund will repurchase the portfolio instrument by remitting the
original consideration plus interest at an agreed upon rate.

When effecting reverse repurchase agreements, liquid assets of the Fund in a
dollar amount sufficient to make payment for the obligations to be purchased are
segregated at the trade date. These securities are marked to market daily and
are maintained until the transaction is settled.

The use of reverse repurchase agreements may enable the Fund to avoid selling
portfolio instruments at a time when a sale may be deemed to be disadvantageous,
but the ability to enter into reverse repurchase agreements does not ensure that
the Fund will be able to avoid selling portfolio instruments at a
disadvantageous time.

Lending of Portfolio Securities

The collateral received when the Fund lends portfolio securities must be valued
daily and, should the market value of the loaned securities increase, the
borrower must furnish additional collateral to the Fund. During the time
portfolio securities are on loan, the borrower pays the Fund any dividends or
interest paid on such securities. Loans are subject to termination at the option
of the Fund or the borrower. The Fund may pay reasonable administrative and
custodial fees in connection with a loan and may pay a negotiated portion of the
interest earned on the cash or equivalent collateral to the borrower or placing
broker.

Portfolio Turnover

The Fund does not intend to invest for the purpose of seeking short-term
profits. Securities in the portfolio will be sold whenever the Adviser and
Sub-Adviser believe it is appropriate to do so in light of the Fund's investment
objective, without regard to the length of time a particular security may have
been held. The Adviser and Sub-Adviser do not anticipate that the Fund's
portfolio turnover rate will exceed 50%.

Investment Limitations

Selling Short and Buying on Margin

The Fund will not sell any securities short or purchase any securities on
margin, but may obtain such short-term credits as may be necessary for
clearance of purchases and sales of portfolio securities.

Issuing Senior Securities and Borrowing Money

The Fund will not issue senior securities except that the Fund may borrow
money directly or through reverse repurchase agreements in amounts up to
one-third of the value of its total assets; provided that, while
borrowings exceed 5% of the Fund's total assets, any such borrowings will
be repaid before any additional investments are made. The Fund will not
borrow money or engage in reverse repurchase agreements for investment
leverage.

Pledging Assets

The Fund will not mortgage, pledge, or hypothecate any assets except to
secure permitted borrowings. In those cases, the Fund may pledge assets
having a market value not exceeding the lesser of the dollar amounts
borrowed or 15% of the total assets at the time of the pledge. For
purposes of this limitation, the purchase of securities on a when-issued
basis will not be deemed to be a pledge.

Investing in Commodities

The Fund will not purchase or sell commodities, commodity contracts, or
commodity futures contracts.

Underwriting

The Fund will not underwrite any issue of securities or participate in the
marketing of securities of other issuers, except as the Fund may be deemed
to be an underwriter under the Securities Act of 1933 in connection with
the sale of securities in accordance with the Fund's investment objective,
policies, and limitations.

Diversification of Investments

With respect to securities comprising 75% of the value of its total
assets, the Fund will not purchase securities of any one issuer (other
than cash, cash items, securities issued or guaranteed by the government
of the United States or its agencies or instrumentalities and repurchase
agreements collateralized by such U.S. government securities; and
securities of other investment companies) if, as a result, more than 5% of
the value of the its total assets would be invested in the securities of
that issuer, or it would own more than 10% of the outstanding voting
securities of that issuer.

Concentration of Investments

The Fund will not purchase securities if, as a result of such purchases,
25% or more of the value of its total assets would be invested in any one
industry. The Fund may at times invest 25% or more of the value of its
total assets in securities issued or guaranteed by the U.S.
government, its agencies or instrumentalities.

Lending Cash or Securities

The Fund will not lend any of its assets, except portfolio securities up
to one-third of the value of its total assets, but it may purchase or hold
corporate or government bonds, notes, bonds debentures, notes,
certificates of indebtedness, or other debt securities of an issuer,
repurchase agreements, or other transactions which are permitted by the
Fund's investment objective and policies, or the Trust's Declaration of
Trust.

The above investment limitations cannot be changed without shareholder approval.
The following limitations, however, may be changed by the Trustees without
shareholder approval [except that no investment limitation of the Fund shall
prevent the Fund from investing substantially all of its assets (except for
assets which are not considered "investment securities" under the Investment
Company Act of 1940, or assets exempted by the Securities and Exchange
Commission) in an open-end investment company with substantially the same
investment objectives]. Shareholders will be notified before any material
changes in these limitations become effective.

Investing in Restricted and Illiquid Securities

The Fund will not invest more than 15% of its net assets in illiquid
securities, including certain restricted securities (except for Section
4(2) commercial paper and certain other restricted securities which meet
the criteria for liquidity as established by the Trustees), non-negotiable
time deposits, and repurchase agreements providing for settlement in more
than seven days after notice.
Purchasing Securities to Exercise Control

The Fund will not purchase securities of a company for purpose of
exercising control or management.

Investing in Securities of Other Investment Companies

The Fund may invest in the securities of affiliated money market funds as
an efficient means of managing the Fund's uninvested cash.

Except with respect to borrowing money, if a percentage limitation is adhered to
at the time of investment, a later increase or decrease in percentage resulting
from any change in value or net assets will not result in a violation of such
restriction.

The Fund does not intend to borrow money, pledge securities or lend portfolio
securities in excess of 5% of the value of its net assets during the coming
fiscal year.

For purposes of its policies and limitations, the Fund considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic bank
or savings and loan having capital, surplus, and undivided profits in excess of
$100,000,000 at the time of investment to be "cash items."

WCT Funds Management

Officers and Trustees are listed with their addresses, birthdates, present
positions with WCT Funds, and principal occupations.
John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
Birthdate: July 28, 1924

Chairman and Trustee
Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated
Research Corp. and Federated Global Research Corp.; Chairman, Passport Research,
Ltd.; Chief Executive Officer and Director or Trustee of the Funds.

Thomas G. Bigley
15 Old Timber Trail
Pittsburgh, PA
Birthdate: February 3, 1934

Trustee

Chairman of the Board, Children's Hospital of Pittsburgh; formerly, Senior
Partner, Ernst & Young LLP; Director, MED 3000 Group, Inc.; Director, Member of
Executive Committee, University of Pittsburgh; Director or Trustee of the Funds.

John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Birthdate: June 23, 1937

Trustee

President, Investment Properties Corporation; Senior Vice-President, John R.
Wood and Associates, Inc., Realtors; Partner or Trustee in private real estate
ventures in Southwest Florida; formerly, President, Naples Property Management,
Inc. and Northgate Village Development Corporation; Director or Trustee of the
Funds.

William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Birthdate: July 4, 1918

Trustee

Director and Member of the Executive Committee, Michael Baker, Inc.; formerly,
Vice Chairman and Director, PNC Bank, N.A., and PNC Bank Corp.; Director, Ryan
Homes, Inc.; Director or Trustee of the Funds.

James E. Dowd
571 Hayward Mill Road
Concord, MA
Birthdate: May 18, 1922

Trustee

Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director of the
Funds.

Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate: October 11, 1932

Trustee

Professor of Medicine, University of Pittsburgh; Medical Director, University of
Pittsburgh Medical Center - Downtown; Member, Board of Directors, University of
Pittsburgh Medical Center; formerly, Hematologist, Oncologist, and Internist,
Presbyterian and Montefiore Hospitals; Director or Trustee of the Funds.

Edward L. Flaherty, Jr.@
Miller, Ament, Henny & Kochuba
205 Ross Street
Pittsburgh, PA
Birthdate: June 18, 1924

Trustee

Attorney of Counsel, Miller, Ament, Henny & Kochuba; Director, Eat'N Park
Restaurants, Inc.; formerly, Counsel, Horizon Financial, F.A., Western Region;
Director or Trustee of the Funds.

Edward C. Gonzales*
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 22, 1930

President, Treasurer and Trustee

Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated Research
Corp., Federated Global Research Corp. and Passport Research, Ltd.; Executive
Vice President and Director, Federated Securities Corp.; Trustee, Federated
Shareholder Services Company; Trustee or Director of some of the Funds;
President, Executive Vice President and Treasurer of some of the Funds.

<PAGE>

Peter E. Madden
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
Birthdate: March 16, 1942

Trustee

Consultant; Former State Representative, Commonwealth of Massachusetts;
formerly, President, State Street Bank and Trust Company and State Street Boston
Corporation; Director or Trustee of the Funds.

John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate: December 20, 1932

Trustee

President, Law Professor, Duquesne University; Consulting Partner, Mollica and
Murray; Director or Trustee of the Funds.

Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate: September 14, 1925

Trustee

Professor, International Politics; Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., National Defense University and U.S. Space Foundation; President
Emeritus, University of Pittsburgh; Founding Chairman, National Advisory Council
for Environmental Policy and Technology, Federal Emergency Management Advisory
Board and Czech Management Center, Prague; Director or Trustee of the Funds.

Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate: June 21, 1935

Trustee

Public Relations/Marketing/Conference Planning; Director or Trustee of the
Funds.

J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate: April 11, 1949

Executive Vice President

President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated Research
Corp. and Federated Global Research Corp.; President, Passport Research, Ltd.;
Trustee, Federated Shareholder Services Company, and Federated Shareholder
Services; Director, Federated Services Company; President or Executive Vice
President of the Funds; Director or Trustee of some of the Funds. Mr. Donahue is
the son of John F. Donahue, Chairman and Trustee of the Trust.

<PAGE>

John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 26, 1938

Executive Vice President and Secretary

Executive Vice President, Secretary, and Trustee, Federated Investors; Trustee,
Federated Advisers, Federated Management, and Federated Research; Director,
Federated Research Corp. and Federated Global Research Corp.; Trustee, Federated
Shareholder Services Company; Director, Federated Services Company; President
and Trustee, Federated Shareholder Services; Director, Federated Securities
Corp.; Executive Vice President and Secretary of the Funds; Treasurer of some of
the Funds.

Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 17, 1923

Vice President

Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of the
Funds; Director or Trustee of some of the Funds.

C. Christine Thomson
Federated Investors Tower
Pittsburgh, PA
Birthdate: September 1, 1957

Vice President and Assistant Treasurer

Vice President and Assistant Treasurer of some of the Funds.

* This Trustee is deemed to be an "interested person" as defined in the
Investment Company Act of 1940.

@ Member of the Executive Committee. The Executive Committee of the Board
of Trustees handles the responsibilities of the Board between meetings
of the Board.

As referred to in the list of Trustees and Officers, "Funds" includes the
following investment companies:

111 Corcoran Funds; Arrow Funds; Automated Government Money Trust; Blanchard
Funds; Blanchard Precious Metals Fund, Inc.; Cash Trust Series II; Cash Trust
Series, Inc. ; DG Investor Series; Edward D. Jones & Co. Daily Passport Cash
Trust; Federated Adjustable Rate U.S. Government Fund, Inc.; Federated American
Leaders Fund, Inc.; Federated ARMs Fund; Federated Equity Funds; Federated
Equity Income Fund, Inc.; Federated Fund for U.S. Government Securities, Inc.;
Federated GNMA Trust; Federated Government Income Securities, Inc.; Federated
Government Trust; Federated High Income Bond Fund, Inc.; Federated High Yield
Trust; Federated Income Securities Trust; Federated Income Trust; Federated
Index Trust; Federated Institutional Trust; Federated Insurance Series;
Federated Investment Portfolios; Federated Investment Trust; Federated Master
Trust; Federated Municipal Opportunities Fund, Inc.; Federated Municipal
Securities Fund, Inc.; Federated Municipal Trust; Federated Short-Term Municipal
Trust; Federated Short-Term U.S. Government Trust; Federated Stock and Bond
Fund, Inc.; Federated Stock Trust; Federated Tax-Free Trust; Federated Total
Return Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S.
Government Securities Fund: 1-3 Years; Federated U.S. Government Securities
Fund: 2-5 Years; Federated U.S. Government Securities Fund: 5-10 Years;
Federated Utility Fund, Inc.; First Priority Funds; Fixed Income Securities,
Inc.; High Yield Cash Trust; Intermediate Municipal Trust; International Series,
Inc.; Investment Series Funds, Inc.; Investment Series Trust; Liberty Term
Trust, Inc. - 1999; Liberty U.S. Government Money Market Trust; Liquid Cash
Trust; Managed Series Trust; Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Obligations Trust II; Money Market Trust;
Municipal Securities Income Trust; Newpoint Funds; Peachtree Funds; RIMCO
Monument Funds; Targeted Duration Trust; Tax-Free Instruments Trust; The
Planters Funds; The Starburst Funds; The Starburst Funds II; The Virtus Funds;
Trust for Financial Institutions; Trust for Government Cash Reserves; Trust for
Short-Term U.S. Government Securities; Trust for U.S. Treasury Obligations;
WesMark Funds; and World Investment Series, Inc. Trust Ownership

Officers and Trustees as a group own less than 1% of the Fund`s outstanding
shares.

Trustees' Compensation

AGGREGATE
NAME , COMPENSATION
POSITION WITH FROM
TRUST TRUST*#

John F. Donahue $0
Chairman and Trustee

Thomas G. Bigley $0
Trustee

John T. Conroy, Jr. $0
Trustee

William J. Copeland $0
Trustee

James E. Dowd $0
Trustee

Lawrence D. Ellis, M.D. $0
Trustee

Edward L. Flaherty, Jr. $0
Trustee

Edward C. Gonzales $0
President, Treasurer andTrustee

Peter E. Madden $0
Trustee

John E. Murray, Jr. $0
Trustee

Wesley W. Posvar $0
Trustee

Marjorie P. Smuts $0
Trustee

*Information is furnished for the fiscal year ended October 31, 1997.

#The aggregate compensation is provided for the Trust which is comprised of 1
portfolio.

<PAGE>

Trustee Liability

The Trust's Declaration of Trust provides that the Trustees are not liable for
errors of judgment or mistakes of fact or law. However, they are not protected
against any liability to which they would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of their office.

Investment Advisory Services

Adviser to the Fund

The Fund's investment adviser is West Coast Trust Company, Inc. (the "Adviser").
The Adviser shall not be liable to the Fund or any shareholder for any losses
that may be sustained in the purchase, holding, lending, 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 Fund.

Because of internal controls maintained by West Coast Trust Company, Inc. to
restrict the flow of non-public information, Fund investments are typically made
without any knowledge of West Coast Trust Company or its affiliates' lending
relationships with an issuer.

Advisory Fees

For its advisory services, the Adviser receives an annual investment advisory
fee as described in the prospectus.

Sub-Adviser to the Fund

The Fund's sub-adviser is Becker Capital Management, Inc. (the "Sub-Adviser").
The Sub-Adviser shall not be liable to the Fund or any shareholder for any
losses that may be sustained in the purchase, holding, lending, 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 Adviser.

Because of internal controls maintained by the Sub-Adviser to restrict the flow
of non-public information, Fund investments are typically made without any
knowledge of the Sub-Adviser's lending relationships with an issuer.

Sub-Advisory Fees

For its sub-advisory services, the Sub-Adviser receives an annual sub-advisory
fee as described in the prospectus.

Brokerage Transactions

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Sub-Adviser looks for prompt execution of the order at a
favorable price. In working with dealers, the Sub-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
Sub-Adviser makes decisions on portfolio transactions and selects brokers and
dealers subject to guidelines established by the Trustees. The Sub-Adviser may
select brokers and dealers who offer brokerage and research services. These
services may be furnished directly to the Fund or to the Sub-Adviser and 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 provided by
brokers and dealers may be used by the Sub-Adviser or its affiliates in advising
the Fund and other accounts. To the extent that receipt of these services may
supplant services for which the Sub-Adviser or its affiliates might otherwise
have paid, it would tend to reduce their expenses. The Sub-Adviser and its
affiliates exercise reasonable business judgment in selecting 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.

The Fund has adopted certain procedures incorporating the standards of Rule
17e-1 of the Investment Company Act of 1940, which require that the commissions
paid to affiliated broker-dealers of the Sub-Adviser must be reasonable and fair
compared to the commission, fee, or other remuneration received, or to be
received by other brokers in connection with comparable transactions involving
similar securities during a comparable period of time.

Although investment decisions for the Fund are made independently from those of
the other accounts managed by the Sub-Adviser, investments of the type the Fund
may make may also be made by those other accounts. When the Fund and one or more
other accounts managed by the Sub-Adviser are prepared to invest in, or desire
to dispose of, the same security, available investments or opportunities for
sales will be allocated in a manner believed by the Sub-Adviser to be equitable
to each. In some cases, this procedure may adversely affect the price paid or
received by the Fund or the size of the position obtained or disposed of by the
Fund. In other cases, however, it is believed that coordination and the ability
to participate in volume transactions will be to the benefit of the Fund.

Other Services

Fund Administration

Federated Services Company, a subsidiary of Federated Investors, provides
administrative personnel and services to the Fund for a fee as described in the
prospectus.

Custodian and Portfolio Accountant

State Street Bank and Trust Company, Boston, Massachusetts, is custodian for the
securities and cash of the Fund. Federated Services Company, Pittsburgh,
Pennsylvania, provides certain accounting and recordkeeping services with
respect to the Fund's portfolio investments. The fee paid for this service is
based upon the level of the Fund's average net assets for the period plus
out-of-pocket expenses.

Transfer Agent, Dividend Disbursing Agent, and Shareholder Servicing Agent

Federated Shareholder Services Company, Pittsburgh, Pennsylvania, a subsidiary
of Federated Investors, serves as transfer agent for the shares of the Fund,
dividend disbursing agent for the Fund, and shareholder servicing agent for the
Fund.

Independent Public Accountants

The independent public accountants for the Fund are Arthur Andersen LLP,
Pittsburgh, Pennsylvania.

Purchasing Shares

Shares of the Fund are sold at their net asset value next determined after an
order is received on days the New York Stock Exchange and Federal Reserve Wire
System are open for business. The procedure for purchasing shares is explained
in the prospectus under "Investing in the Fund."

Distribution and Shareholder Services Plans

These arrangements permit the payment of fees to financial institutions, the
distributor, and Federated Shareholder Services, to stimulate distribution
activities and to cause services to be provided to shareholders by a
representative who has knowledge of the shareholder's particular circumstances
and goals. These activities and services may include, but are not limited to:
marketing efforts; providing office space, equipment, telephone facilities, and
various clerical, supervisory, computer, and other personnel as necessary or
beneficial to establish and maintain shareholder accounts and records;
processing purchase and redemption transactions and automatic investments of
client account cash balances; answering routine client inquiries; and assisting
clients in changing dividend options, account designations, and addresses.

By adopting the Distribution Plan, the Board of Trustees expects that the Fund
will be able to achieve a more predictable flow of cash for investment purposes
and to meet redemptions. This will facilitate more efficient portfolio
management and assist the Fund in pursuing its investment objective. By
identifying potential investors whose needs are served by the Fund's objective,
and properly servicing these accounts, it may be possible to curb sharp
fluctuations in rates of redemptions and sales.

Other benefits, which may be realized under either arrangement, may include: (1)
providing personal services to shareholders; (2) investing shareholder assets
with a minimum of delay and administrative detail; (3) enhancing shareholder
recordkeeping systems; and (4) responding promptly to shareholders' requests and
inquiries concerning their accounts.

Conversion to Federal Funds

It is the Fund's policy to be as fully invested as possible so that maximum
interest may be earned. To this end, all payments from shareholders must be in
federal funds or be converted into federal funds. West Coast Trust Company, Inc.
("West Coast Trust"), as well as Federated Shareholder Services Company, act as
the shareholder's agent in depositing checks and converting them to federal
funds.

Determining Net Asset Value

Net asset value generally changes each day. The days on which net asset value is
calculated by the Fund are described in the prospectus.

Determining Market Value of Securities

Market values of the Fund's securities are determined as follows:

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

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

o according to the prices provided by an independent pricing service if
available, or at fair market value as determined in good faith by the
Trustees; or

o for short-term obligations with remaining maturities of 60 days or less at
the time of purchase, at amortized cost, unless the Trustees determine
that particular circumstances of the security indicate otherwise.

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, coupon rate, maturity, type of
issue, trading characteristics, and other market data.

Exchange Privilege
Requirements for Exchange

Before the exchange, the shareholder must receive a prospectus of the fund for
which the exchange is being made. This privilege is available to shareholders
resident in any state in which the fund shares being acquired may be sold. Upon
receipt of proper instructions and required supporting documents, shares
submitted for exchange are redeemed and the proceeds invested in shares of the
other fund. Further information on the exchange privilege may be obtained by
calling the Fund. Making an Exchange

Instructions for exchanges may be given in writing. Written instructions may
require a signature guarantee.
Redeeming Shares

Shares of the Fund are redeemed at the next computed net asset value after West
Coast Trust receives the redemption request. Redemption procedures are explained
in the prospectus under "Redeeming Shares." Redemption requests cannot be
executed on days on which the New York Stock Exchange is closed or on federal
holidays when wire transfers are restricted. Although State Street Bank
does not charge for telephone redemptions, it reserves the right to charge a fee
for the cost of wire-transferred redemptions of less than $5,000. Redemption in
Kind

Although the Fund intends to redeem shares in cash, it reserves the right under
certain circumstances to pay the redemption price in whole or in part by a
distribution of securities from the Fund's portfolio. Redemption in kind will be
made in conformity with applicable Securities and Exchange Commission rules,
taking such securities at the same value employed in determining net asset value
and selecting the securities in a manner the Trustees determine to be fair and
equitable. The Fund has elected to be governed by Rule 18f-1 of the Investment
Company Act of 1940 under which the Fund is obligated to redeem shares for any
one shareholder in cash only up to the lesser of $250,000 or 1% of the Fund's
net asset value during any 90-day period. Massachusetts Partnership Law

Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for obligations of the Trust. To protect its
shareholders, the Trust has filed legal documents with Massachusetts that
expressly disclaim the liability of its shareholders for acts or obligations of
the Trust. These documents require notice of this disclaimer to be given in each
agreement, obligation, or instrument the Trust or its Trustees enter into or
sign.

In the unlikely event a shareholder is held personally liable for the Trust's
obligations, the Trust is required by the Declaration of Trust to use its
property to protect or compensate the shareholder. On request, the Trust will
defend any claim made and pay any judgment against a shareholder for any act or
obligation of the Trust. Therefore, financial loss resulting from liability as a
shareholder will occur only if the Trust itself cannot meet its obligations to
indemnify shareholders and pay judgments against them.

Tax Status

The Fund's Tax Status

The Fund will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code applicable to
regulated investment companies and to receive the special tax treatment afforded
to such companies. To qualify for this treatment, the Fund must, among other
requirements:
o derive at least 90% of its gross income from dividends, interest, and
gains from the sale of securities; o invest in securities within certain
statutory limits; and o distribute to its shareholders at least 90% of its
net income earned during the year.

Shareholders' Tax Status

Shareholders of the Fund are subject to federal income tax on dividends received
as cash or additional shares. These dividends, and any short-term capital gains,
are taxable as ordinary income. No portion of any income dividend paid by the
Fund is eligible for the dividends received deduction available to corporations.
Total Return

Average annual total return 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 net asset value 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, adjusted over the period by any additional shares, assuming the
monthly reinvestment of all dividends and distributions.

Yield
The yield for the shares of the Fund is determined by dividing the net
investment income per share (as defined by the Securities and Exchange
Commission) earned by shares of the Fund over a thirty-day period by the maximum
offering price per share of the respective class on the last day of the period.
This value is 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 the Fund
because of certain adjustments required by the Securities and Exchange
Commission and, therefore, may not correlate to the dividends or other
distributions paid to the shareholders.

To the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in shares of
the Fund, the performance will be reduced for those shareholders paying those
fees.

Performance Comparisons

Investors may use financial publications and/or indices to obtain a more
complete view of the Fund's performance. When comparing performance, investors
should consider all relevant factors such as the composition of any 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 Fund uses in advertising may include:

o S&P 500 is an unmanaged capitalization weighted index of 500 stocks
designed to measure performance of the broad domestic economy through
changes in the aggregate market value of 500 stocks representing all
major industries.

o S&P 400 Mid Cap Index is an unmanaged capitalization weighted index
that measures the performance of the mid-range of the U.S. stock
market.

Advertisements and other sales literature for the Fund may quote total returns
which are calculated on non-standardized base periods. These total returns
represent the historic change in the value of an investment in the Fund based on
monthly reinvestment of dividends over a specified period of time. Advertising
and other promotional literature may include charts, graphs and other
illustrations using the Fund's returns in general, that demonstrate basic
investment concepts such as tax-deferred compounding, dollar-cost averaging and
systematic investment. In addition, the Fund can compare its performance, or
performance for the types of securities in which it invests, to a variety of
other investments, such as bank savings accounts, certificates of deposit, and
Treasury bills.

Advertisements may quote performance information which does not reflect the
effect of the sales load.

Economic and Market Information

Advertising and sales literature for the Fund may include discussions of
economic, financial and political developments and their effect on the
securities market. Such discussions may take the form of commentary on these
developments by Fund portfolio managers and their views and analysis on how such
developments could affect the Fund. In addition, advertising and sales
literature may quote statistics and give general information about the mutual
fund industry, including the growth of the industry, from sources such as the
Investment Company Institute ("ICI"). For example, according to the ICI,
thirty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $3.5 trillion to the more than 6,000 funds available.

<PAGE>

Appendix

Standard & Poor's Bond Ratings

AAA--Debt rated "AAA" has the highest rating assigned by S&P. 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 effect 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.

NR--NR indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy. S&P may apply a plus (+) or
minus (-) to the above rating classifications to show relative standing within
the classifications.

Plus (+) or Minus (-): The ratings from "AA" to "CCC" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

Moody's Investors Service, Inc. Bond Ratings

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 some time 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.

NR--Not rated by Moody's. Moody's applies numerical modifiers, 1, 2 and 3 in
each generic rating classification from "Aa" through "B" in its corporate bond
rating system. The modifier 1 indicates that the security ranks in the higher
end of its generic rating category; the modifier 2 indicates a mid-range
ranking; and the modifier 3 indicates that the issue ranks in the lower end of
its generic rating category.

Fitch Investors Service, Inc., Long-Term Debt Ratings

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 rate "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 are 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.

NR--NR indicates that Fitch does not rate the specific issue.

Plus (+) or Minus (-): Plus and minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category, Plus and
minus signs, however, are not used in the "AAA" category.

Standard & Poor's Commercial Paper Ratings

A-1--This highest category 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."

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:
leading market positions in well-established industries, high rates of return on
funds employed, conservative capitalization structure with moderate reliance on
debt and ample asset protection; broad margins in earning coverage of fixed
financial charges and high internal cash generation; well-established access to
a range of financial markets and assured sources of alternate liquidity.

PRIME-2--Issuers rated Prime-2 (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.

Fitch Investors Service, Inc., Short-Term Debt Ratings

F-1+--Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.

F-1--Very Strong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated
"F-1+."

F-2--Good Credit Quality. Issues carrying this rating have a satisfactory degree
of assurance for timely payment, but the margin of safety is not as great as for
issues assigned "F-1+" and "F-1" ratings.

PART C. OTHER INFORMATION.

Item 24. Financial Statements and Exhibits:

(a) Financial Statements (filed in Part A).
(b) Exhibits:
(1) Conformed copy of Declaration of Trust of the
Registrant;(1) (2) Copy of By-Laws of the Registrant;(1) (3)
Not applicable; (4) Not applicable; (5) (i) Conformed copy of
Investment Advisory Contract of the Registrant;+
(ii) Conformed copy of Sub-Advisory Agreement of the
Registrant;+ (6) (i) Conformed copy of Distributor's Contract
of the Registrant;+
(ii) Conformed copy of Administrative Services
Agreement of the Registrant;+ (iii) Conformed copy of
Sales Agreement of the Registrant;+
(7) Not applicable;
(8) Conformed copy of Custodian Agreement of the Registrant;+
(9) (i) Conformed copy of Transfer Agency and Service
Agreement of the Registrant;+ (ii) Conformed copy of
Shareholder Services Agreement of the Registrant;+
(iii) Conformed copy of Shareholder Services Plan of
the Registrant;+
(10) Conformed copy of Opinion and Consent of Counsel as to
legality of shares being registered;+ (11) (i) Conformed copy
of Consent of Independent Public Accountants;+
(ii) Not applicable;
(12) Not applicable;
(13) Conformed copy of Initial Capital Understanding;+ (14)
Not applicable; (15) (i) Conformed copy of Distribution Plan;+
(ii) Conformed copy of 12b-1 Agreement;+ (16) Schedule
for Computation of Fund Performance Data;(to be filed by
amendment) (17) Financial Data Schedule; (18) Not applicable;
(19) Power of Attorney.(2)

- -----------------
+ All exhibits have been filed electronically.

1. Response is incorporated by reference to Registrant's Initial Registration
Statement on Form N-1A filed September 17, 1997. (File Nos. 333-35785 and
811-08335).

2. Response is incorporated by reference to Registrant's Pre-Effective
Amendment No. 2 Registration Statement on Form N-1A filed October 2, 1997.
(File Nos. 333-35785 and 811-08335).

Item 25. Persons Controlled by or Under Common Control with Registrant:

No persons are controlled by the Registrant.

<PAGE>

Item 26. Number of Holders of Securities:

Number of Record Holders
Title of Class as of November 17, 1997

Shares of 1
beneficial interest
(no par value)

Item 27. Indemnification:

Indemnification is provided to Officers and Trustees of the
Registrant pursuant to (Section 4 of Article XI of Registrant's
Declaration of Trust. The Investment Advisory Contract between the
Registrant and West Coast Trust Company, Inc. ("Adviser") provides
that, in the absence of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the obligations or duties under
the Investment Advisory Contract on the part of Adviser, Adviser
shall not be liable to the Registrant or to any shareholder for any
act or omission in the course of or connected in any way with
rendering services or for any losses that may be sustained in the
purchase, holding, or sale of any security. Registrant's Trustees
and Officers are covered by an Investment Trust Errors and Omissions
Policy.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Trustees, Officers, and
controlling persons of the Registrant by the Registrant pursuant to
the Declaration of Trust or otherwise, the Registrant is aware that
in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act
and, therefore, is unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by Trustees, Officers,
or controlling persons of the Registrant in connection with the
successful defense of any act, suit, or proceeding) is asserted by
such Trustees, Officers, or controlling persons in connection with
the shares being registered, the 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 whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final
adjudication of such issues.

Insofar as indemnification for liabilities may be permitted pursuant
to Section 17 of the Investment Company Act of 1940 for Trustees,
Officers, and controlling persons of the Registrant by the
Registrant pursuant to the Declaration of Trust or otherwise, the
Registrant is aware of the position of the Securities and Exchange
Commission as set forth in Investment Company Act Release No.
IC-11330. Therefore, the Registrant undertakes that in addition to
complying with the applicable provisions of the Declaration of Trust
or otherwise, in the absence of a final decision on the merits by a
court or other body before which the proceeding was brought, that an
indemnification payment will not be made unless in the absence of
such a decision, a reasonable determination based upon factual
review has been made (i) by a majority vote of a quorum of non-party
Trustees who are not interested persons of the Registrant or (ii) by
independent legal counsel in a written opinion that the indemnitee
was not liable for an act of willful misfeasance, bad faith, gross
negligence, or reckless disregard of duties. The Registrant further
undertakes that advancement of expenses incurred in the defense of a
proceeding (upon undertaking for repayment unless it is ultimately
determined that indemnification is appropriate) against an Officer,
Trustee, or controlling person of the Registrant will not be made
absent the fulfillment of at least one of the following conditions:
(i) the indemnitee provides security for his undertaking; (ii) the
Registrant is insured against losses arising by reason of any lawful
advances; or (iii) a majority of a quorum of disinterested non-party
Trustees or independent legal counsel in a written opinion makes a
factual determination that there is reason to believe the indemnitee
will be entitled to indemnification.

Item 28. Business and Other Connections of Investment Adviser:

(a) West Coast Trust Company, Inc. ("West Coast Trust") is a
registered investment adviser providing investment management
services to individuals and institutional clients. West Coast
Trust is a wholly-owned subsidiary of West Coast Bancorp
("Bancorp"). Organized in 1981, Bancorp is the second largest
bank holding company based in Oregon. through its subsidiaries
and affiliates, Bancorp offers a full range of commercial
banking services, including trust services to individuals,
partnerships, corporations, and institutions and acts as
fiduciary of estates and conservatorships, and as a trustee
under various wills, trusts and pension and profit-sharing
plans. In addition, Bancorp and its subsidiaries offer
tax-deferred annuities, single-premium whole life insurance,
other insurance investment products and securities products.

West Coast Trust has common and collective funds with assets
totaling approximately $712.3 million as December 31, 1996.
West Coast Trust has managed the WCT Funds since its inception
in October 1997.

The principal executive officers and Directors of West Coast
Trust are set forth in the following table. Unless otherwise
noted, the position listed under Other Substantial Business,
Profession, Vocation or Employment is with West Coast Trust.

Other Substantial
Position With Business,Profession,
Name the Adviser Vocation or Employment

Andrew J. Gerlicher President/Director

Marvin C. Abeene Senior Vice President/
Trust Branch Manager

Cheryl Pfenning Assistant Vice President/
Operations Manager and
Compliance Officer

Fred Springsteen Vice President/Newport
Trust Manager

James B. Titus Vice President/Employee
Sales & Administration

<PAGE>

Rick Trout Vice President - Portland/
Vancouver Trust Manager

Dennis B. Munsey Sales Manager

Michael J. Bragg Chairman of the Board/ Attorney-at-law, Director Grenley, Rotenberg,
Evans, Bragg & Bodie, PC

David C. Grove, Sr. Vice Chairman of the President, Grove
Board/Director Securities, Inc.

J. F. Ouderkirk Director Attorney-at-law,
Richardson, Ouderkirk & Hollen

Rodney B. Tibbatts Director Executive Vice President/Director of Corporate
Development, West Coast Bancorp

Forrest A. Weil Director Personal Investment

Gary D. Putnam Director Executive Vice
President & CFO
Brentwood, Inc.
</TABLE>

(b) Becker Capital Management, Inc. ("Becker") is a registered
investment advisory firm founded in 1976 as P.E. Becker, Inc.
Becker manages assets totaling approximately $2.0 billion for
individuals, corporate pensions, and profit sharing trusts,
multi-employer trusts and endowment funds.

Becker is managed by Patrick E. Becker, Chairman and Chief
Investment Officer; Gerald N. Brown, Equity Trader; Warren
Hastings III C.F.A., Vice President, Fixed Income Portfolio
Manager; Stephen D. Laveson, Vice President, Director of
Fundamental Analysis; Michael C. Malone, Vice President,
Investments; Janeen S. McAninch, President and Chief
Operations Officer; Michael F. McCoy Ph.D., Vice President,
Director of Quantitative Analysis; Michael A. McGarr C.F.A.,
Senior Research Analyst; Robert N. Schaeffer, Vice
President, Equity Portfolio Manager; and Donald L. Wolcott
C.F.A., Vice President, Portfolio Manager.

Item 29. Principal Underwriters:

(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: BT
Advisor Funds, BT Pyramid Mutual Funds, BT Investment Funds, BT
Institutional Funds, Excelsior Institutional Trust (formerly,
UST Master Funds, Inc.), Excelsior Tax-Exempt Funds, Inc.
(formerly, UST Master Tax-Exempt Funds, Inc.), Excelsior
Institutional Trust, FTI Funds, FundManager Portfolios,
Marketvest Funds, Marketvest Funds, Inc. and Old Westbury
Funds, Inc.

<PAGE>

(b)

(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Distributor With Registrant

Lawrence Caracciolo Director, President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

Arthur L. Cherry Director, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

J. Christopher Donahue Director, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

Thomas P. Sholes Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

Ronald M. Petnuch Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

Thomas P. Schmitt Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

Ernest L. Linane Assistant Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

S. Elliott Cohan Secretary, Assistant Secretary
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

Thomas J. Ward Assistant Secretary, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

Kenneth W. Pegher, Jr. Treasurer, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

Item 30. 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:

WCT Funds Federated Investors Tower
Pittsburgh, PA 15222-3779

Federated Shareholder Services Company P.O. Box 8600
Transfer Agent, Dividend Boston, MA 02266-8600
Disbursing Agent and Shareholder
Servicing Agent

Federated Services Company Federated Investors Tower
Administrator Pittsburgh, PA 15222-3779

West Coast Trust Company, Inc. 1000 Broadway, Suite 1100
Adviser Portland, OR 97205

Becker Capital Management, Inc. 1211 SW Fifth Avenue,
Sub-Adviser Ste. 2185
Portland, OR 97204

State Street Bank and Trust Company P.O. Box 8600
Custodian Boston, MA 02266-8600

Arthur Andersen LLP 2100 One PPG Place
Independent Public Accountants Pittsburgh, PA 15222

Item 31. Management Services: Not applicable.

Item 32. Undertakings:

Registrant hereby undertakes to file a post-effective amendment,
using financial statements which need not be certified, within four
to six months from the effective date of Registrant's 1933 Act
Registration Statement.

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 shareholder meetings by
shareholders.

Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders, upon request and without charge.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, WCT FUNDS, has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of Pittsburgh and Commonwealth of Pennsylvania, on
the 20th day of November, 1997.

WCT FUNDS

BY: /s/C. Grant Anderson,
C. Grant Anderson, Assistant Secretary
Attorney in Fact for John F. Donahue
November 20, 1997

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

NAME TITLE DATE

By: /s/C. Grant Anderson
C. Grant Anderson Attorney In Fact November 20,1997
ASSISTANT SECRETARY For the Persons
Listed Below

NAME TITLE

John F. Donahue* Chairman and Trustee
(Chief Executive Officer)

Edward C. Gonzales* President, Treasurer and Trustee
(Principal Financial and
Accounting Officer)

Thomas G. Bigley* Trustee

John T. Conroy, Jr.* Trustee

William J. Copeland* Trustee

James E. Dowd* Trustee

Lawrence D. Ellis, M.D.* Trustee

Edward L. Flaherty, Jr.* Trustee

Peter E. Madden* Trustee

John E. Murray, Jr.* Trustee

Wesley W. Posvar* Trustee

Marjorie P. Smuts* Trustee

* By Power of Attorney

WCT Funds December 1, 1997 Exhibit 5(i)
under Form N-1A Exhibit 10 under Item
601/Reg.S-K

INVESTMENT ADVISORY CONTRACT

This Contract is made this 1st day of December, 1997, between West Coast
Trust Company, Inc., an Oregon corporation having its principal place of
business in Salem, Oregon (the "Adviser"), and WCT Funds, a Massachusetts
business trust having its principal place of business in Pittsburgh,
Pennsylvania (the "Trust").

WHEREAS the Trust is an open-end management investment company as that
term is defined in the Investment Company Act of 1940, as amended, and is
registered as such with the Securities and Exchange Commission; and

WHEREAS Adviser is engaged in the business of rendering investment
advisory and management services.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:

1. The Trust hereby appoints Adviser as Investment Adviser for each of the
portfolios ("Funds") of the Trust which executes an exhibit to this
Contract, and Adviser accepts the appointments. Subject to the direction
of the Trustees, Adviser shall provide investment research and supervision
of the investments of the Funds and conduct a continuous program of
investment evaluation and of appropriate sale or other disposition and
reinvestment of each Fund's assets.

2. Adviser, in its supervision of the investments of each of the Funds will
be guided by each of the Fund's investment objective and policies and the
provisions and restrictions contained in the Declaration of Trust and
By-Laws of the Trust and as set forth in the Registration Statements and
exhibits as may be on file with the Securities and Exchange Commission.

3. Each Fund shall pay or cause to be paid all of its own expenses and its
allocable share of Trust expenses, including, without limitation, the
expenses of organizing the Trust and continuing its existence; fees and
expenses of Trustees and officers of the Trust; fees for investment
advisory services and administrative personnel and services; expenses
incurred in the distribution of its shares ("Shares"), including expenses
of administrative support services; fees and expenses of preparing and
printing its Registration Statements under the Securities Act of 1933 and
the Investment Company Act of 1940, as amended, and any amendments thereto;
expenses of registering and qualifying the Trust, the Funds, and Shares of
the Funds under federal and state laws and regulations; expenses of
preparing, printing, and distributing prospectuses (and any amendments
thereto) to shareholders; interest expense, taxes, fees, and commissions of
every kind; expenses of issue (including cost of Share certificates),
purchase, repurchase, and redemption of Shares, including expenses
attributable to a program of periodic issue; charges and expenses of
custodians, transfer agents, dividend disbursing agents, shareholder
servicing agents, and registrars; printing and mailing costs, auditing,
accounting, and legal expenses; reports to shareholders and governmental
officers and commissions; expenses of meetings of Trustees and shareholders
and proxy solicitations therefor; insurance expenses; association
membership dues and such nonrecurring items as may arise, including all
losses and liabilities incurred in administering the Trust and the Funds.
Each Fund will also pay its allocable share of such extraordinary expenses
as may arise including expenses incurred in connection with litigation,
proceedings, and claims and the legal obligations of the Trust to indemnify
its officers and Trustees and agents with respect thereto.

4. Each of the Funds shall pay to Adviser, for all services rendered to each
Fund by Adviser hereunder, the fees set forth in the exhibits attached
hereto.

5. The net asset value of each Fund's Shares as used herein will be calculated
to the nearest 1/10th of one cent.

6. The Adviser may from time to time and for such periods as it deems
appropriate reduce its compensation (and, if appropriate, assume expenses
of one or more of the Funds) to the extent that any Fund's expenses exceed
such lower expense limitation as the Adviser may, by notice to the Fund,
voluntarily declare to be effective.

7. This Contract shall begin for each Fund as of the date of execution of the
applicable exhibit and shall continue in effect with respect to each Fund
presently set forth on an exhibit (and any subsequent Funds added pursuant
to an exhibit during the initial term of this Contract) for two years from
the date of this Contract set forth above and thereafter for successive
periods of one year, subject to the provisions for termination and all of
the other terms and conditions hereof if: (a) such continuation shall be
specifically approved at least annually by the vote of a majority of the
Trustees of the Trust, including a majority of the Trustees who are not
parties to this Contract or interested persons of any such party cast in
person at a meeting called for that purpose; and (b) Adviser shall not have
notified a Fund in writing at least sixty (60) days prior to the
anniversary date of this Contract in any year thereafter that it does not
desire such continuation with respect to that Fund. If a Fund is added
after the first approval by the Trustees as described above, this Contract
will be effective as to that Fund upon execution of the applicable exhibit
and will continue in effect until the next annual approval of this Contract
by the Trustees and thereafter for successive periods of one year, subject
to approval as described above.

8. Notwithstanding any provision in this Contract, it may be terminated at
any time with respect to any Fund, without the payment of any penalty, by
the Trustees of the Trust or by a vote of the shareholders of that Fund on
sixty (60) days' written notice to Adviser.

9. This Contract may not be assigned by Adviser and shall automatically
terminate in the event of any assignment. Adviser may employ or contract
with such other person, persons, corporation, or corporations at its own
cost and expense as it shall determine in order to assist it in carrying
out this Contract.

10. In the absence of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the obligations or duties under this Contract on the
part of Adviser, Adviser shall not be liable to the Trust or to any of the
Funds or to any shareholder for any act or omission in the course of or
connected in any way with rendering services or for any losses that may be
sustained in the purchase, holding, or sale of any security.

11. This Contract may be amended at any time by agreement of the parties
provided that the amendment shall be approved both by the vote of a
majority of the Trustees of the Trust including a majority of the Trustees
who are not parties to this Contract or interested persons of any such
party to this Contract (other than as Trustees of the Trust cast in person
at a meeting called for that purpose, and, where required by Section
15(a)(2) of the Act, on behalf of a Fund by a majority of the outstanding
voting securities of such Fund as defined in Section 2(a)(42) of the Act.

12. The Adviser acknowledges that all sales literature for investment companies
(such as the Trust) are subject to strict regulatory oversight. The Adviser
agrees to submit any proposed sales literature for the Trust (or any Fund)
or for itself or its affiliates which mentions the Trust (or any Fund) to
the Trust's distributor for review and filing with the appropriate
regulatory authorities prior to the public release of any such sales
literature, provided, however, that nothing herein shall be construed so as
to create any obligation or duty on the part of the Adviser to produce
sales literature for the Trust (or any Fund). The Trust agrees to cause its
distributor to promptly review all such sales literature to ensure
compliance with relevant requirements, to promptly advise Adviser of any
deficiencies contained in such sales literature, to promptly file complying
sales literature with the relevant authorities, and to cause such sales
literature to be distributed to prospective investors in the Trust.

13. Adviser is hereby expressly put on notice of the limitation of liability
as set forth in Article XI of the Declaration of Trust and agrees that the
obligations pursuant to this Contract of a particular Fund and of the
Trust with respect to that particular Fund be limited solely to the assets
of that particular Fund, and Adviser shall not seek satisfaction of any
such obligation from any other Fund, the shareholders of any Fund, the
Trustees, officers, employees or agents of the Trust, or any of them.

14. The parties hereto acknowledge that West Coast Trust Company, Inc., has
reserved the right to grant the non-exclusive use of the name "WCT Funds"
or any derivative thereof to any other investment company, investment
company portfolio, investment adviser, distributor or other business
enterprise, and to withdraw from the Trust and one or more of the Funds
the use of the name "WCT Funds". The name "WCT Funds" will continue to be
used by the Trust and each Fund so long as such use is mutually agreeable
to West Coast Trust Company, Inc. and the Trust.

15. This Contract shall be construed in accordance with and governed by the laws
of the Commonwealth of Pennsylvania.

16. This Contract will become binding on the parties hereto upon their execution
of the attached exhibits to this Contract.

<PAGE>

EXHIBIT A
to the
Investment Advisory Contract

WCT FUNDS
WCT Equity Fund

For all services rendered by Adviser hereunder, the above-named Fund of
the WCT Funds shall pay to Adviser and Adviser agrees to accept as full
compensation for all services rendered hereunder, an annual investment advisory
fee equal to .75 of 1% of the average daily net assets of the Fund.

The portion of the fee based upon the average daily net assets of the Fund
shall be accrued daily at the rate of 1/365th of .75 of 1% applied to the daily
net assets of the Fund.

The advisory fee so accrued shall be paid to Adviser daily.

Witness the due execution hereof this 1st day of December, 1997.

West Coast Trust Company, Inc.

By: /s/ Andrew J. Gerlicher
President

WCT Funds

By: /s/ John W. McGonigle
Executive Vice President

WCT Funds December 1, 1997 Exhibit 5(ii)
under Form N-1A Exhibit 10 under Item
601/Reg.S-K

WCT Funds

SUB-ADVISORY AGREEMENT

THIS AGREEMENT is made between West Coast Trust Company, Inc., an Oregon
corporation (hereinafter referred to as "Adviser") and Becker Capital
Management, Inc., an Oregon corporation located in Portland, Oregon (hereinfter
referred to as the "Sub-Adviser").

WITNESSETH:

That the parties hereto, intending to be legally bound hereby agree as
follows:

1. Sub-Adviser hereby agrees to furnish to Adviser in its capacity as
investment adviser to the WCT Equity Fund (the "Fund"), a portfolio of the
WCT Funds ("Trust"), such investment advice, statistical and other factual
information, as may from time to time be reasonably requested by Adviser
for the Fund which may be offered in one or more classes of shares
("Classes").

2. For its services under this Agreement, Sub-Adviser shall receive from
Adviser an annual fee ("the Sub-Advisory Fee"), as set forth in the
exhibits hereto.

Notwithstanding any other provision of this Agreement, the Sub-Adviser may
from time to time and for such periods as it deems appropriate, reduce its
compensation (and, if appropriate, assume expenses of the Fund or Class of
the Fund) to the extent that the Fund's expenses exceed such lower expense
limitation as the Sub-Adviser may, by notice to the Trust on behalf of the
Fund, voluntarily declare to be effective.

3. This Agreement shall begin for the Fund on the date that the parties
execute an exhibit to this Agreement relating to such Fund and shall
continue in effect for the Fund for two years from the date of its
execution and from year to year thereafter, subject to the provisions for
termination and all of the other terms and conditions hereof if: (a) such
continuation shall be specifically approved at least annually by the vote
of a majority of the Trustees of the Trust, including a majority of the
Trustees who are not parties to this Agreement or interested persons of
any such party (other than as Trustees of the Trust) cast in person at a
meeting called for that purpose; and (b) Adviser shall not have notified
the Trust in writing at least sixty (60) days prior to the anniversary
date of this Agreement in any year thereafter that it does not desire such
continuation with respect to the Fund.

4. Notwithstanding any provision in this Agreement, it may be terminated at
any time without the payment of any penalty: (a) by the Trustees of the
Trust or by a vote of a majority of the outstanding voting securities (as
defined in Section 2(a)(42) of the Act) of the Fund on sixty (60) days'
written notice to Adviser; or (b) by Sub-Adviser or Adviser upon 120 days'
written notice to the other party to the Agreement.

5. This Agreement shall automatically terminate:
(a) in the event of its assignment (as defined in the Investment Company
Act of 1940); or (b) in the event of termination of the Investment
Advisory Contract for any reason whatsoever.

6. So long as both Adviser and Sub-Adviser shall be legally qualified to act
as an investment adviser to the Fund, neither Adviser nor Sub-Adviser
shall act as an investment adviser (as such term is defined in the
Investment Company Act of 1940) to the Fund except as provided herein and
in the Investment Advisory Contract or in such other manner as may be
expressly agreed between Adviser and Sub-Adviser.

Provided, however, that if the Adviser or Sub-Adviser shall resign prior
to the end of any term of this Agreement or for any reason be unable or
unwilling to serve for a successive term which has been approved by the
Trustees of the Trust pursuant to the provisions of Paragraph 3 of this
Agreement or Paragraph 6 of the Investment Advisory Contract, the
remaining party, Sub-Adviser or Adviser as the case may be, shall not be
prohibited from serving as an investment adviser to such Fund by reason of
the provisions of this Paragraph 6.

7. This Agreement may be amended from time to time by agreement of the
parties hereto provided that such amendment shall be approved both by the
vote of a majority of Trustees of the Trust, including a majority of
Trustees who are not parties to this Agreement or interested persons, as
defined in Section 2(a)(19) of the Investment Company Act of 1940, of any
such party at a meeting called for that purpose, and, where required by
Section 15(a)(2) of the Act, by the holders of a majority of the
outstanding voting securities (as defined in Section 2(a)(42) of the
Investment Company Act of 1940) of the Fund.

<PAGE>

Exhibit A

WCT Funds
WCT Equity Fund

Sub-Advisory Contract

For all services rendered by Sub-Adviser hereunder, Adviser shall pay
Sub-Adviser a Sub-Advisory Fee equal to .50% of the average daily net assets of
the above-mentioned portfolio. The Sub-Advisory Fee shall be accrued daily, and
paid daily as set forth in the Primary Advisory Contract dated December 1, 1997.

This Exhibit duly incorporates by reference the Sub-Advisory Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duly authorized officers, and their corporate
seals to be affixed hereto this 1st day of December, 1997.

West Coast Trust Company, Inc.

By:/s/ Andrew J. Gerlicher
President

Becker Capital Management, Inc.

By:/s/ Janine McAninch
President

WCT Funds December 1, 1997 Exhibit 6(i)
under Form N-1A Exhibit 1 under Item
601/Reg.S-K

WCT Funds
DISTRIBUTOR'S CONTRACT

AGREEMENT made this 1st day of December, 1997, by and between WCT FUNDS
(the "Trust"), a Massachusetts business trust, and EDGEWOOD SERVICES, INC.
("ESI"), a Pennsylvania Corporation.

In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:

1. The Trust hereby appoints ESI as its agent to sell and distribute shares of
the Trust which may be offered in one or more series (the "Funds") consisting
of one or more classes (the "Classes") of shares (the "Shares"), as described
and set forth on one or more exhibits to this Agreement, at the current
offering price thereof as described and set forth in the current Prospectuses
of the Trust. ESI hereby accepts such appointment and agrees to provide such
other services for the Trust, if any, and accept such compensation from the
Trust, if any, as set forth in the applicable exhibits to this Agreement.

2. The sale of any Shares may be suspended without prior notice whenever in the
judgment of the Trust it is in its best interest to do so. In addition, the
Trust and ESI reserve the right to reject any purchase order.

3. Neither ESI nor any other person is authorized by the Trust to give any
information or to make any representation relative to any Shares other than
those contained in the Registration Statement, Prospectuses, or Statements of
Additional Information ("SAIs") filed with the Securities and Exchange
Commission, as the same may be amended from time to time, or in any
supplemental information to said Prospectuses or SAIs approved by the Trust.
ESI agrees that any other information or representations other than those
specified above which it or any dealer or other person who purchases Shares
through ESI may make in connection with the offer or sale of Shares, shall be
made entirely without liability on the part of the Trust. No person or
dealer, other than ESI, is authorized to act as agent for the Trust for any
purpose. ESI agrees that in offering or selling Shares as agent of the Trust,
it will, in all respects, duly conform to all applicable state and federal
laws and the rules and regulations of the National Association of Securities
Dealers, Inc., including its Rules of Fair Practice. ESI will submit to the
Trust copies of all sales literature before using the same and will not use
such sales literature if disapproved by the Trust.

4. This Agreement is effective with respect to each Class as of the date of
execution of the applicable exhibit and shall continue in effect with respect
to each Class presently set forth on an exhibit and any subsequent Classes
added pursuant to an exhibit during the initial term of this Agreement for
one year from the date set forth above, and thereafter for successive periods
of one year if such continuance is approved at least annually by the Trustees
of the Trust including a majority of the members of the Board of Trustees of
the Trust who are not interested persons of the Trust and have no direct or
indirect financial interest in the operation of any Distribution Plan
relating to the Trust or in any related documents to such Plan
("Disinterested Trustees") cast in person at a meeting called for that
purpose. If a Class is added after the first annual approval by the Trustees
as described above, this Agreement will be effective as to that Class upon
execution of the applicable exhibit and will continue in effect until the
next annual approval of this Agreement by the Trustees and thereafter for
successive periods of one year, subject to approval as described above.

5. This Agreement may be terminated with regard to a particular Fund or Class at
any time, without the payment of any penalty, by the vote of a majority of
the Disinterested Trustees or by a majority of the outstanding voting
securities of the particular Fund or Class on not more than sixty (60) days'
written notice to any other party to this Agreement. This Agreement may be
terminated with regard to a particular Fund or Class by ESI on sixty (60)
days' written notice to the Trust.

6. This Agreement may not be assigned by ESI and shall automatically terminate
in the event of an assignment by ESI as defined in the Investment Company Act
of 1940, as amended, provided, however, that ESI may employ such other
person, persons, corporation or corporations as it shall determine in order
to assist it in carrying out its duties under this Agreement.

7. ESI shall not be liable to the Trust 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 by this Agreement.

8. This Agreement may be amended at any time by mutual agreement in writing of
all the parties hereto, provided that such amendment is approved by the
Trustees of the Trust including a majority of the Disinterested Trustees of
the Trust cast in person at a meeting called for that purpose.

9. This Agreement shall be construed in accordance with and governed by the laws
of the Commonwealth of Pennsylvania.

10. (a) Subject to the conditions set forth below, the Trust agrees to
indemnify and hold harmless ESI and each person, if any, who controls ESI
within the meaning of Section 15 of the Securities Act of 1933 and Section
20 of the Securities Act of 1934, as amended, against any and all loss,
liability, claim, damage and expense whatsoever (including but not limited
to any and all expenses whatsoever reasonably incurred in investigating,
preparing or defending against any litigation, commenced or threatened, or
any claim whatsoever) arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement, any Prospectuses or SAIs (as from time to time amended and
supplemented) or the omission or alleged omission therefrom of a material
fact required to be stated therein or necessary to make the statements
therein not misleading, unless such statement or omission was made in
reliance upon and in conformity with written information furnished to the
Trust about ESI by or on behalf of ESI expressly for use in the
Registration Statement, any Prospectuses and SAIs or any amendment or
supplement thereof.

If any action is brought against ESI or any controlling person thereof
with respect to which indemnity may be sought against the Trust pursuant
to the foregoing paragraph, ESI shall promptly notify the Trust in writing
of the institution of such action and the Trust shall assume the defense
of such action, including the employment of counsel selected by the Trust
and payment of expenses. ESI or any such controlling person thereof shall
have the right to employ separate counsel in any such case, but the fees
and expenses of such counsel shall be at the expense of ESI or such
controlling person unless the employment of such counsel shall have been
authorized in writing by the Trust in connection with the defense of such
action or the Trust shall not have employed counsel to have charge of the
defense of such action, in any of which events such fees and expenses
shall be borne by the Trust. Anything in this paragraph to the contrary
notwithstanding, the Trust shall not be liable for any settlement of any
such claim of action effected without its written consent. The Trust
agrees promptly to notify ESI of the commencement of any litigation or
proceedings against the Trust or any of its officers or Trustees or
controlling persons in connection with the issue and sale of Shares or in
connection with the Registration Statement, Prospectuses, or SAIs.

(b)ESI agrees to indemnify and hold harmless the Trust, each of its Trustees,
each of its officers who have signed the Registration Statement and each
other person, if any, who controls the Trust within the meaning of Section
15 of the Securities Act of 1933, but only with respect to statements or
omissions, if any, made in the Registration Statement or any Prospectus,
SAI, or any amendment or supplement thereof in reliance upon, and in
conformity with, information furnished to the Trust about ESI by or on
behalf of ESI expressly for use in the Registration Statement or any
Prospectus, SAI, or any amendment or supplement thereof. In case any
action shall be brought against the Trust or any other person so
indemnified based on the Registration Statement or any Prospectus, SAI, or
any amendment or supplement thereof, and with respect to which indemnity
may be sought against ESI, ESI shall have the rights and duties given to
the Trust, and the Trust and each other person so indemnified shall have
the rights and duties given to ESI by the provisions of subsection (a)
above.

(c)Nothing herein contained shall be deemed to protect any person against
liability to the Trust or its shareholders to which such person would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of the duties of such person or by reason of
the reckless disregard by such person of the obligations and duties of
such person under this Agreement.

(d)Insofar as indemnification for liabilities may be permitted pursuant to
Section 17 of the Investment Company Act of 1940, as amended, for
Trustees, officers, ESI and controlling persons of the Trust by the Trust
pursuant to this Agreement, the Trust is aware of the position of the
Securities and Exchange Commission as set forth in the Investment Company
Act Release No. IC-11330. Therefore, the Trust undertakes that in addition
to complying with the applicable provisions of this Agreement, in the
absence of a final decision on the merits by a court or other body before
which the proceeding was brought, that an indemnification payment will not
be made unless in the absence of such a decision, a reasonable
determination based upon factual review has been made (i) by a majority
vote of a quorum of non-party Disinterested Trustees, or (ii) by
independent legal counsel in a written opinion that the indemnitee was not
liable for an act of willful misfeasance, bad faith, gross negligence or
reckless disregard of duties. The Trust further undertakes that
advancement of expenses incurred in the defense of a proceeding (upon
undertaking for repayment unless it is ultimately determined that
indemnification is appropriate) against an officer, Trustees, ESI or
controlling person of the Trust will not be made absent the fulfillment of
at least one of the following conditions: (i) the indemnitee provides
security for his undertaking; (ii) the Trust is insured against losses
arising by reason of any lawful advances; or (iii) a majority of a quorum
of non-party Disinterested Trustees or independent legal counsel in a
written opinion makes a factual determination that there is reason to
believe the indemnitee will be entitled to indemnification.

11.ESI is hereby expressly put on notice of the limitation of liability as set
forth in the Declaration of Trust and agrees that the obligations assumed by
the Trust pursuant to this Agreement shall be limited in any case to the
Trust and its assets and ESI shall not seek satisfaction of any such
obligation from the shareholders of the Trust, the Trustees, officers,
employees or agents of the Trust, or any of them.

12. This Agreement will become binding on the parties hereto upon the execution
of the attached exhibits to the Agreement.

<PAGE>

Exhibit A
to the
Distributor's Contract

WCT Funds
WCT Equity Fund

The following provisions are hereby incorporated and made part of the
Distributor's Contract dated December 1, 1997, between WCT Funds and Edgewood
Services, Inc. with respect to the Class of the Fund set forth above:

1. The Trust hereby appoints ESI to select a group of financial institutions
("Financial Institutions") to sell shares of the above-listed series and
Class ("Shares"), at the current offering price thereof as described and set
forth in the prospectuses of the Trust.

2. ESI will enter into separate written agreements with various firms to provide
the services set forth in Paragraph 1 herein. During the term of this
Agreement, the Trust will reimburse ESI for payments made by ESI to obtain
services pursuant to this Agreement, a monthly fee computed at the annual
rate of up to .25% of the average aggregate net asset value of the Shares
held during the month. For the month in which this Agreement becomes
effective or terminates, there shall be an appropriate proration of any fee
payable on the basis of the number of days that the Agreement is in effect
during the month. The fees paid hereunder shall be in an amount equal to the
aggregate amount of periodic fees paid by ESI to Financial Institutions
pursuant to Paragraph 3 herein.

3. ESI, in its sole discretion, may pay Financial Institutions a periodic fee in
respect of Shares owned from time to time by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid shall
be determined from time to time by the Trust's Board of Trustees.

4. ESI may from time-to-time and for such periods as it deems appropriate reduce
its compensation to the extent any Class' expenses exceed such lower expense
limitation as ESI may, by notice to the Trust, voluntarily declare to be
effective.

5. ESI will prepare reports to the Board of Trustees of the Trust on a quarterly
basis showing amounts paid to the various firms and the purpose for such
payments.

6. In the event any amendment to this Agreement materially increases the fees
set forth in Paragraph 2, such amendment must be approved by a vote of a
majority of the outstanding voting securities of the appropriate Fund or
Class.

In consideration of the mutual covenants set forth in the Distributor's
Contract dated December 1, 1997 between WCT Funds and Edgewood Services, Inc.,
WCT Funds executes and delivers this Exhibit on behalf of WCT Equity Fund, first
set forth in this Exhibit.

Witness the due execution hereof this 1st day of December, 1997.

WCT FUNDS

By:/s/ Edward C. Gonzales
President

EDGEWOOD SERVICES, INC.

By:/s/ Lawrence Caracciolo
President

WCT Funds 5 December 1, 1997
Exhibit 6(ii) under Form N-1A
Exhibit 1 under Item 601/Reg.S-K

WCT FUNDS

ADMINISTRATIVE SERVICES AGREEMENT

This Administrative Services Agreement is made as of this 1st day of
December, 1997, between WCT Funds, a Massachusetts business trust (herein
called the "Fund"), and Federated Services Company, a Delaware business
trust (herein called "FSCo").

WHEREAS, the Fund is a Massachusetts business trust consisting of one
or more portfolios, which operates as an open-end management investment
company and will so register under the Investment Company Act of 1940; and

WHEREAS, the Fund desires to retain FSCo as its Administrator to
provide it with Administrative Services (as herein defined), and FSCo is
willing to render such services;

NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the parties hereto agree as follows:

1. Appointment of Administrator. The Fund hereby appoints FSCo as
Administrator of the Fund on the terms and conditions set forth in this
Agreement; and FSCo hereby accepts such appointment and agrees to
perform the services and duties set forth in Section 2 of this Agreement
in consideration of the compensation provided for in Section 5 hereof.

2. Services and Duties. As Administrator, and subject to the supervision
and control of the Fund's Board of Trustees, FSCo will provide
facilities, equipment, and personnel to carry out the following
administrative services for operation of the business and affairs of the
Fund and each of its portfolios:

(a) prepare, file, and maintain the Fund's governing documents and any
amendments thereto, including the Declaration of Trust (which has
already been prepared and filed), the By-laws and minutes of
meetings of Trustees and shareholders;

(b) prepare and file with the Securities and Exchange Commission and
the appropriate state securities authorities the registration
statements for the Fund and the Fund's shares and all amendments
thereto, reports to regulatory authorities and shareholders,
prospectuses, proxy statements, and such other documents all as
may be necessary to enable the Fund to make a continuous offering
of its shares;

(c) prepare, negotiate, and administer contracts on behalf of the Fund
with, among others, the Fund's investment adviser, distributor,
custodian, and transfer agent;

(d) supervise the Fund's custodian in the maintenance of the Fund's
general ledger and in the preparation of the Fund's financial
statements, including oversight of expense accruals and payments,
of the determination of the net asset value of the Fund and of the
declaration and payment of dividends and other distributions to
shareholders;

(e) calculate performance data of the Fund for dissemination to
information services covering the investment company industry;

(f) prepare and file the Fund's tax returns;

(g) examine and review the operations of the Fund's custodian and
transfer agent;

(h) coordinate the layout and printing of publicly disseminated
prospectuses and reports;

(i) perform internal audit examinations in accordance with a charter to
be adopted by FSCo and the Fund;

(j) assist with the design, development, and operation of the Fund;

(k) provide individuals reasonably acceptable to the Fund's Board of
Trustees for nomination, appointment, or election as officers of
the Fund, who will be responsible for the management of certain of
the Fund's affairs as determined by the Fund's Board of Trustees;
and

(l) consult with the Fund and its Board of Trustees on matters
concerning the Fund and its affairs.

The foregoing, along with any additional services that FSCo shall agree
in writing to perform for the Fund hereunder, shall hereafter be
referred to as "Administrative Services." Administrative Services shall
not include any duties, functions, or services to be performed for the
Fund by the Fund's investment adviser, distributor, custodian, or
transfer agent pursuant to their respective agreements with the Fund.

3. Records. FSCo shall create and maintain all necessary books and
records in accordance with all applicable laws, rules and regulations,
including but not limited to records required by Section 31(a) of the
Investment Company act of 1940 and the rules thereunder, as the same
may be amended from time to time, pertaining to the Administrative
Services performed by it and not otherwise created and maintained by
another party pursuant to contract with the Fund. Where applicable,
such records shall be maintained by FSCo for the periods and in the
places required by Rule 31a-2 under the 1940 Act. The books and
records pertaining to the Trust which are in the possession of FSCo
shall be the property of the Fund. The Fund, or the Fund's authorized
representatives, shall have access to such books and records at all
times during FSCo's normal business hours. Upon the reasonable request
of the Fund, copies of any such books and records shall be provided
promptly by FSCo to the Fund or the Fund's authorized representatives.

4. Expenses. FSCo shall be responsible for expenses incurred in providing
office space, equipment, and personnel as may be necessary or convenient
to provide the Administrative Services to the Fund, including the
compensation of FSCo employees who serve as Trustees or officers of the
Fund. The Fund shall be responsible for all other expenses incurred by
FSCo on behalf of the Fund, including without limitation postage and
courier expenses, printing expenses, travel expenses, registration fees,
filing fees, fees of outside counsel and independent auditors, insurance
premiums, fees payable to Trustees who are not FSCo employees, and trade
association dues.

5. Compensation. For the Administrative Services provided, the Fund hereby
agrees to pay and FSCo hereby agrees to accept as full compensation for
its services rendered hereunder an administrative fee at an annual rate
per portfolio of the Fund's shares, payable daily, as specified below:

<PAGE>

Max. Admin. Average Daily Net Assets
Fee of the Fund
.15% on the first $250 million
.125% on the next $250 million
.100% on the next $250 million
.075% on assets in excess of $750 million

However, in no event shall the administrative fee received during any
year of this Agreement be less than, or be paid at a rate less than
would aggregate $75,000, per portfolio.

6. Responsibility of Administrator.

(a) FSCo shall not be liable for any error of judgment or mistake of law
or for any loss suffered by the Fund in connection with the matters to
which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement. FSCo shall be entitled to
rely on and may act upon advice of counsel (who may be counsel for the
Fund) on all matters, and shall be without liability for any action
reasonably taken or omitted pursuant to such advice. Any person, even
though also an officer, trustee, partner, employee or agent of FSCo,
who may be or become an officer, Trustee, employee or agent of the
Fund, shall be deemed, when rendering services to the Fund or acting
on any business of the Fund (other than services or business in
connection with the duties of FSCo hereunder) to be rendering such
services to or acting solely for the Fund and not as an officer,
trustee, partner, employee or agent or one under the control or
direction of FSCo even though paid by FSCo.

(b) FSCo shall be kept indemnified by the Fund and be without liability
for any action taken or thing done by it in performing the
Administrative Services in accordance with the above standards. In
order that the indemnification provisions contained in this Section 6
shall apply, however, it is understood that if in any case the Fund
may be asked to indemnify or save FSCo harmless, the Fund shall be
fully and promptly advised of all pertinent facts concerning the
situation in question, and it is further understood that FSCo will use
all reasonable care to identify and notify the Fund promptly
concerning any situation which presents or appears likely to present
the probability of such a claim for indemnification against the Fund.
The Fund shall have the option to defend FSCo against any claim which
may be the subject of this indemnification. In the event that the Fund
so elects, it will so notify FSCo and thereupon the Fund shall take
over complete defense of the claim, and FSCo shall in such situation
initiate no further legal or other expenses for which it shall seek
indemnification under this Section. FSCo shall in no case confess any
claim or make any compromise in any case in which the Fund will be
asked to indemnify FSCo except with the Fund's written consent.

7. Duration and Termination.

(a) The initial term of this Agreement shall commence on the date
hereof, and extend for a period of three years following the first
date upon which the Fund's initial portfolio has sufficient
average daily net assets, such that FSCo will begin to earn a sum
not less than its minimum ("annualized") administrative fee per
portfolio, pursuant to Section 5 of this Agreement ("Initial
Term").

(b) During any term of this Agreement, each time the Fund adds a new
portfolio, an additional term shall commence on the first date
upon which the new portfolio has sufficient average daily net
assets such that FSCo will begin to earn a sum not less than its
minimum ("annualized") administrative fee in connection with the
New Portfolio pursuant to Section 5 of this Agreement ("Additional
Term"). Such Additional Term shall extend to the later to occur of
(i) the third anniversary of the commencement of the Additional
Term, or (ii) the expiration of the Initial Term.

(c) During any term of this Agreement, each time the Fund adds a class
of shares to any portfolio, an additional term shall commence on
the later to occur of (i) the first date upon which the relevant
portfolio has sufficient average daily net assets such that FSCo
will begin to earn a sum not less than its minimum ("annualized")
administrative fee pursuant to Section 5 of this Agreement, or
(ii) the effective date of the registration statement or
post-effective amendment registering the new class of shares
("Class Term"). Such Class Term shall extend to the later to occur
of (i) the third anniversary of the commencement of the Class
Term, or (ii) the expiration of the Initial Term.

(d) Upon the expiration of any term, this Agreement shall be
automatically renewed each year for an additional term of one
year, unless notice of termination has been delivered by either
party to the other no less than one year before the beginning of
any such additional term.

8. Amendment. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing
signed by the party against which an enforcement of the change, waiver,
discharge or termination is sought.

9. Limitations of Liability of Trustees or Officers, Employees, Agents and
Shareholders of the Fund. FSCo is expressly put on notice of the
limitation of liability as set forth in the Fund's Declaration of Trust
and agrees that the obligations assumed by the Fund pursuant to this
Agreement shall be limited in any case to the Fund and its assets and
that FSCo shall not seek satisfaction of any such obligations from the
shareholders of the Fund, the Trustees, Officers, Employees or Agents of
the Fund, or any of them.

10. Limitations of Liability of Trustees and Shareholders of FSCo. The
execution and delivery of this Agreement have been authorized by the
Trustees of FSCo and signed by an authorized officer of FSCo, acting as
such, and neither such authorization by such Trustees nor such execution
and delivery by such officer shall be deemed to have been made by any of
them individually or to impose any liability on any of them personally,
and the obligations of this Agreement are not binding upon any of the
Trustees or shareholders of FSCo, but bind only the trust property of
FSCo as provided in the Declaration of Trust of FSCo.

11. Notices. Notices of any kind to be given hereunder shall be in writing
(including facsimile communication) and shall be duly given if delivered
to the Fund, to its investment adviser and to FSCo at the following
addresses: WCT Funds (Fund), Federated Investors Tower, Pittsburgh, PA
15222-3779, Attention: President, and, West Coast Trust Company, Inc.
(Adviser), 1000 Broadway, Suite 1100, Portland, Oregon 97205, Attention:
President; and if delivered to FSCo at Federated Investors Tower,
Pittsburgh, PA 15222-3779, Attention:
President.

12. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If
any provision of this Agreement shall be held or made invalid by a court
or regulatory agency decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby. Subject to the
provisions of Section 6, hereof, this Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their
respective successors and shall be governed by Pennsylvania law;
provided, however, that nothing herein shall be construed in a manner
inconsistent with the Investment Company Act of 1940 or any rule or
regulation promulgated by the Securities and Exchange Commission
thereunder.

13. Counterparts. This Agreement may be executed by different parties on
separate counterparts, each of which, when so executed and delivered,
shall be an original, and all such counterparts shall together
constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year
first above written.

WCT FUNDS

By: /s/ Edward C. Gonzales
Name: Edward C. Gonzales
Title: President

FEDERATED SERVICES COMPANY

By: /s/ Thomas J. Ward
Name: Thomas J. Ward
Title: Senior Vice President

WCT Funds December 1, 1997 Exhibit 6(iii)
under Form N-1A Exhibit 1 under Item
601/Reg.S-K

SALES AGREEMENT WITH EDGEWOOD SERVICES, INC.

This Agreement is entered into between the financial institution executing
this Agreement ("Financial Institution") and Edgewood Services, Inc. ("ESI") for
WCT Funds (the "Trust"), which may be offered in one or more series (the
"Funds") and classes (the "Classes") of shares ("Shares"), for which ESI serves
as Distributor of shares of beneficial interest or capital stock. The Funds or
Classes to which this Agreement applies are set forth in Schedule A hereto.

1. Status of Financial Institution as "Bank" or Registered Broker-Dealer.

The Financial Institution represents and warrants to ESI that:

(a)It is either a "bank" as that term is defined in Section 3(a)(6) of the
Securities Exchange Act of 1934 ("Exchange Act") or a broker-dealer
registered with the Securities and Exchange Commission.

(b)If the Financial Institution is a "bank", it is a duly organized and
validly existing bank in good standing under the laws of the
jurisdiction in which it is organized. The Financial Institution agrees
to give written notice to ESI promptly in the event that it shall cease
to be a "bank" as defined in Section 3(a)(6) of the Exchange Act. In
that event, this Agreement shall be automatically terminated upon such
written notice.

(c)If the Financial Institution is a registered broker-dealer, it is a
member of the NASD and it agrees to abide by all of the rules and
regulations of the NASD including, without limitation, the NASD Rules
of Fair Practice. The Financial Institution agrees to notify ESI
immediately in the event of (1) its expulsion or suspension from the
NASD, or (2) its being found to have violated any applicable federal or
state law, rule or regulation arising out of its activities as a
broker-dealer or in connection with this Agreement, or which may
otherwise affect in any material way its ability to act in accordance
with the terms of this Agreement. The Financial Institution's expulsion
from the NASD will automatically terminate this Agreement immediately
without notice. Suspension of the Financial Institution from the NASD
for violation of any applicable federal or state law, rule or
regulation will terminate this Agreement effective immediately upon
ESI's written notice of termination to the Financial Institution.

2. Financial Institution Acts as Agent for its Customers.

The parties agree that in each transaction in the Shares of the Trust: (a)
the Financial Institution is acting as agent for the customer; (b) each
transaction is initiated solely upon the order of the customer; (c) as between
the Financial Institution and its customer, the customer will have full
beneficial ownership of all Shares of the Trust to which this Agreement applies;
(d) each transaction shall be for the account of the customer and not for the
Financial Institution's account; and (e) each transaction shall be without
recourse to the Financial Institution provided that the Financial Institution
acts in accordance with the terms of this Agreement. The Financial Institution
shall not have any authority in any transaction to act as ESI's agent or as
agent for the Trust.

<PAGE>

3. Execution of Orders for Purchase and Redemption of Shares.

(a)All orders for the purchase of any Shares shall be executed at the then
current public offering price per share (i.e., the net asset value per
share plus the applicable sales load, if any) and all orders for the
redemption of any Shares shall be executed at the net asset value per
share, plus any applicable redemption charge, in each case as described
in the prospectus of the Fund or Class. ESI and the Trust reserve the
right to reject any purchase request at their sole discretion. If
required by law, each transaction shall be confirmed in writing on a
fully disclosed basis and, if confirmed by ESI, a copy of each
confirmation shall be sent simultaneously to the Financial Institution
if the Financial Institution so requests.

(b)The procedures relating to all orders and the handling of them will be
subject to the terms of the prospectus of each Fund or Class and ESI's
written instructions to the Financial Institution from time to time.

(c)Payments for Shares shall be made as specified in the applicable Fund
or Class prospectus. If payment for any purchase order is not received
in accordance with the terms of the applicable Fund or Class
prospectus, ESI reserves the right, without notice, to cancel the sale
and to hold the Financial Institution responsible for any loss
sustained as a result thereof.

(d)The Financial Institution agrees to provide such security as is
necessary to prevent any unauthorized use of the Trust's recordkeeping
system, accessed via any computer hardware or software provided to the
Financial Institution by ESI.

4. Fees Payable to the Financial Institution from Sales Loads.

(a)On each order accepted by ESI, in exchange for the performance of sales
and/or administrative services, the Financial Institution will be
entitled to receive from the amount paid by the Financial Institution's
customer the applicable percentage of the sales load, if any, as
established by ESI. The sales loads for any Fund or Class shall be
those set forth in its prospectus. The portion of the sales load
payable to the Financial Institution may be changed at any time at
ESI's sole discretion upon thirty (30) days' written notice to the
Financial Institution.

(b)Transactions may be settled by the Financial Institution: (1) by
payment of the full purchase price to ESI less an amount equal to the
Financial Institution's applicable percentage of the sales load, or (2)
by payment of the full purchase price to ESI, in which case ESI shall
pay to the Financial Institution, not less frequently than monthly, the
aggregate fees due it on orders received and settled.

5. Payment of Rule 12b-1 Fees to the Financial Institution.

Subject to and in accordance with the terms of each Fund or Class
prospectus and the Rule 12b-1 Plan, if any, adopted by resolution of the Board
of Trustees, and the shareholders of any Fund or Class pursuant to Rule 12b-1
under the Investment Company Act of 1940, ESI may pay fees for sales and/or
administrative support services to certain financial institutions (such as banks
and securities dealers). The Financial Institution may serve as an
Administrator, in accordance with the terms of the form of Rule 12b-1 Agreement
attached as Appendix A, for all of its customers who purchase Shares of any
Funds or Classes whose prospectuses provide for the use of Administrators.

<PAGE>

6. Delivery of Prospectuses to Customers.

The Financial Institution will deliver or cause to be delivered to each
customer, at or prior to the time of any purchase of Shares, a copy of the
prospectus of the Fund or Class. The Financial Institution shall not make any
representations concerning any Shares other than those contained in the
prospectus of the Fund or Class or in any promotional materials or sales
literature furnished to the Financial Institution by ESI or the Fund or Class.

7. Indemnification.

(a)The Financial Institution shall indemnify and hold harmless ESI, the
Trust, the transfer agents of the Trust, and their respective
subsidiaries, affiliates, officers, directors, agents and employees
from all direct or indirect liabilities, losses or costs (including
attorneys fees) arising from, related to or otherwise connected with:
(1) any breach by the Financial Institution of any provision of this
Agreement; or (2) any actions or omissions of ESI, the Trust, the
transfer agents of the Trust, and their subsidiaries, affiliates,
officers, directors, agents and employees in reliance upon any oral,
written or computer or electronically transmitted instructions believed
to be genuine and to have been given by or on behalf of the Financial
Institution.

(b)ESI shall indemnify and hold harmless the Financial Institution and its
subsidiaries, affiliates, officers, directors, agents and employees
from and against any and all direct or indirect liabilities, losses or
costs (including attorneys fees) arising from, related to or otherwise
connected with: (1) any breach by ESI of any provision of this
Agreement; or (2) any alleged untrue statement of a material fact
contained in the Trust's Registration Statement or Prospectuses, or as
a result of or based upon any alleged omission to state a material fact
required to be stated, or necessary to make the statements not
misleading.

(c)The agreement of the parties in this Paragraph to indemnify each other
is conditioned upon the party entitled to indemnification (Indemnified
Party) giving notice to the party required to provide indemnification
(Indemnifying Party) promptly after the summons or other first legal
process for any claim as to which indemnity may be sought is served on
the Indemnified Party. The Indemnified Party shall permit the
Indemnifying Party to assume the defense of any such claim or any
litigation resulting from it, provided that counsel for the
Indemnifying Party who shall conduct the defense of such claim or
litigation shall be approved by the Indemnified Party (which approval
shall not unreasonably be withheld), and that the Indemnified Party may
participate in such defense at its expense. The failure of the
Indemnified Party to give notice as provided in this subparagraph (c)
shall not relieve the Indemnifying Party from any liability other than
its indemnity obligation under this Paragraph. No Indemnifying Party,
in the defense of any such claim or litigation, shall, without the
consent of the Indemnified Party, consent to entry of any judgment or
enter into any settlement that does not include as an unconditional
term the giving by the claimant or plaintiff to the Indemnified Party
of a release from all liability in respect to such claim or litigation.

(d) The provisions of this Paragraph 7 shall survive the termination of
this Agreement.

8. Customer Names Proprietary to the Financial Institution.

(a)The names of the Financial Institution's customers are and shall remain
the Financial Institution's sole property and shall not be used by ESI
or its affiliates for any purpose except the performance of its duties
and responsibilities under this Agreement and except for servicing and
informational mailings relating to the Trust. Notwithstanding the
foregoing, this Paragraph 8 shall not prohibit ESI or any of its
affiliates from utilizing the names of the Financial Institution's
customers for any purpose if the names are obtained in any manner other
than from the Financial Institution pursuant to this Agreement.

(b)Neither party shall use the name of the other party in any manner
without the other party's written consent, except as required by any
applicable federal or state law, rule or regulation, and except
pursuant to any mutually agreed upon promotional programs.

9. Solicitation of Proxies.

The Financial Institution agrees not to solicit or cause to be solicited
directly, or indirectly, at any time in the future, any proxies from the
shareholders of the Trust in opposition to proxies solicited by management of
the Trust, unless a court of competent jurisdiction shall have determined that
the conduct of a majority of the Board of Trustees of the Trust constitutes
willful misfeasance, bad faith, gross negligence or reckless disregard of their
duties. This Paragraph 9 will survive the term of this Agreement.

10. Certification of Customers' Taxpayer Identification Numbers.

The Financial Institution agrees to obtain any taxpayer identification
number certification from its customers required under Section 3406 of the
Internal Revenue Code, and any applicable Treasury regulations, and to provide
ESI or its designee with timely written notice of any failure to obtain such
taxpayer identification number certification in order to enable the
implementation of any required backup withholding.

11. Notices.

Except as otherwise specifically provided in this Agreement, all notices
required or permitted to be given pursuant to this Agreement shall be given in
writing and delivered by personal delivery or by postage prepaid, registered or
certified United States first class mail, return receipt requested, or by telex,
telegram or similar means of same day delivery (with a confirming copy by mail
as provided herein). Unless otherwise notified in writing, all notices to ESI
shall be given or sent to ESI at its offices located at Federated Investors
Tower, Pittsburgh, PA 15222-3779, and all notices to the Financial Institution
shall be given or sent to it at its address shown below.

12. Termination and Amendment.

(a)This Agreement shall become effective in this form as of the date set
forth below and may be terminated at any time by either party upon
thirty (30) days' prior notice to the other party. This Agreement
supersedes any prior sales agreements between the parties.

(b)This Agreement may be amended by ESI from time to time by the following
procedure. ESI will mail a coy of the amendment to the Financial
Institution's address, as shown below. If the Financial Institution
does not object to the amendment within thirty (30) days after its
receipt, the amendment will become part of the Agreement. The Financial
Institution's objection must be in writing and be received by ESI
within such thirty (30) days.

<PAGE>

13. Governing Law.

This Agreement shall be construed in accordance with the laws of the
Commonwealth of Pennsylvania.

[Financial Institution Name]
(Please Print or Type)

Address

City State Zip Code

Dated: By:
Authorized Signature

Title

Print Name or Type Name

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

By:

<PAGE>

APPENDIX A
RULE 12b-1 AGREEMENT

This Agreement is made between the Financial Institution executing this
Agreement ("Administrator") and Edgewood Services, Inc. ("ESI") for the mutual
funds (referred to individually as the "Fund" and collectively as the "Funds")
for which ESI serves as Distributor of shares of beneficial interest or capital
stock ("Shares") and which have adopted a Rule 12b-1 Plan ("Plan") and approved
this form of agreement pursuant to Rule 12b-1 under the Investment Company Act
of 1940. In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:

1. ESI hereby appoints Administrator to render or cause to be rendered
sales and administrative support services to the Funds and their shareholders.

2. The services to be provided under Paragraph 1 may include, but are not
limited to advertising, compensation of sales personnel, mailing of
prospectuses, providing assistance and review in designing materials to send to
potential customers, and such other services as are primarily intended to result
in sales of Shares by the Funds.

3. During the term of this Agreement, ESI will pay the Administrator fees
for each Fund as set forth in a written schedule delivered to the Administrator
pursuant to this Agreement. ESI's fee schedule for Administrator may be changed
by ESI sending a new fee schedule to Administrator pursuant to Paragraph 12 of
this Agreement. For the payment period in which this Agreement becomes effective
or terminates, there shall be an appropriate proration of the fee on the basis
of the number of days that the Rule 12b-1 Agreement is in effect during the
quarter.

4. The Administrator will not perform or provide any duties which would
cause it to be a fiduciary under Section 4975 of the Internal Revenue Code, as
amended. For purposes of that Section, the Administrator understands that any
person who exercises any discretionary authority or discretionary control with
respect to any individual retirement account or its assets, or who renders
investment advice for a fee, or has any authority or responsibility to do so, or
has any discretionary authority or discretionary responsibility in the
administration of such an account, is a fiduciary.

5. The Administrator understands that the Department of Labor views ERISA
as prohibiting fiduciaries of discretionary ERISA assets from receiving
administrative service fees or other compensation from funds in which the
fiduciary's discretionary ERISA assets are invested. To date, the Department of
Labor has not issued any exemptive order or advisory opinion that would exempt
fiduciaries from this interpretation. Without specific authorization from the
Department of Labor, fiduciaries should carefully avoid investing discretionary
assets in any fund pursuant to an arrangement where the fiduciary is to be
compensated by the fund for such investment. Receipt of such compensation could
violate ERISA provisions against fiduciary self-dealing and conflict of interest
and could subject the fiduciary to substantial penalties.

6. The Administrator agrees not to solicit or cause to be solicited
directly, or indirectly at any time in the future, any proxies from the
shareholders of any or all of the Funds in opposition to proxies solicited by
management of the Fund or Funds, unless a court of competent jurisdiction shall
have determined that the conduct of a majority of the Board of Directors or
Trustees of the Fund or Funds constitutes willful misfeasance, bad faith, gross
negligence or reckless disregard of their duties. This paragraph 6 will survive
the term of this Agreement.

7. With respect to each Fund, this Agreement shall continue in effect for
one year from the date of its execution, and thereafter for successive periods
of one year if the form of this Agreement is approved at least annually by the
Directors or Trustees of the Fund, including a majority of the members of the
Board of Directors or Trustees of the Fund who are not interested persons of the
Fund and have no direct or indirect financial interest in the operation of the
Fund's Plan or in any related documents to the Plan ("Disinterested Directors or
Trustees") cast in person at a meeting called for that purpose.

8. Notwithstanding paragraph 7, this Agreement may be terminated as
follows:

(a) at any time, without the payment of any penalty, by the vote of a
majority of the Disinterested Directors or Trustees of the Fund or by a
vote of a majority of the outstanding voting securities of the Fund as
defined in the Investment Company Act of 1940 on not more than sixty
(60) days' written notice to the parties to this Agreement;

(b) automatically in the event of the Agreement's assignment as defined in
the Investment Company Act of 1940 or upon the termination of the
"Administrative Support and Distributor's Contract" or "Distributor's
Contract" between the Fund and ESI; and

(c) by either party to the Agreement without cause by giving the other
party at least sixty (60) days' written notice of its intention to
terminate.

9. The termination of this Agreement with respect to any one Fund will not
cause the Agreement's termination with respect to any other Fund.

10. The Administrator agrees to obtain any taxpayer identification number
certification from its customers required under Section 3406 of the Internal
Revenue Code, and any applicable Treasury regulations, and to provide ESI or its
designee with timely written notice of any failure to obtain such taxpayer
identification number certification in order to enable the implementation of any
required backup withholding.

11. This Agreement supersedes any prior service agreements between the
parties for the Funds.

12. This Agreement may be amended by ESI from time to time by the
following procedure. ESI will mail a copy of the amendment to the
Administrator's address, as shown below. If the Administrator does not object to
the amendment within thirty (30) days after its receipt, the amendment will
become part of the Agreement. The Administrator's objection must be in writing
and be received by ESI within such thirty days.

<PAGE>

13. This Agreement shall be construed in accordance with the Laws of the
Commonwealth of Pennsylvania.

Administrator

Address

City State Zip Code

Dated: By:
Authorized Signature

Title

Print Name of Authorized Signature

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

By:/s/ Lawrence Caracciolo

WCT Funds Page 18 December 1, 1997

Exhibit 8 under Form N-1A

Exhibit 10 under Item 601/Reg.S-K

CUSTODIAN CONTRACT

Between

WCT FUNDS

and

STATE STREET BANK AND TRUST COMPANY

and

FEDERATED SERVICES COMPANY

<PAGE>

TABLE OF CONTENTS

Page

1. Employment of Custodian and Property to be Held by It..................1
2. Duties of the Custodian With Respect to Property of the
Funds Held by the Custodian 2
2.1 Holding Securities...............................................2
2.2 Delivery of Securities...........................................2
2.3 Registration of Securities.......................................5
2.4 Bank Accounts....................................................6
2.5 Payments for Shares..............................................7
2.6 Availability of Federal Funds....................................7
2.7 Collection of Income.............................................7
2.8 Payment of Fund Moneys...........................................8
2.9 Liability for Payment in Advance of Receipt of Securities
Purchased. 9
2.10 Payments for Repurchases or Redemptions of Shares of a Fund......9
2.11 Appointment of Agents...........................................10
2.12 Deposit of Fund Assets in Securities System.....................10
2.13 Segregated Account..............................................12
2.14 Joint Repurchase Agreements.....................................13
2.15 Ownership Certificates for Tax Purposes.........................13
2.16 Proxies.........................................................13
2.17 Communications Relating to Fund Portfolio Securities............13
2.18 Proper Instructions.............................................14
2.19 Actions Permitted Without Express Authority.....................14
2.20 Evidence of Authority...........................................15
2.21 Notice to Trust by Custodian Regarding Cash Movement............15
3. Duties of Custodian With Respect to the Books of Account and
Calculation of Net Asset Value and Net Income.........................15
4. Records .............................................................16
5. Opinion of Funds' Independent Public Accountants/Auditors.............16
6. Reports to Trust by Independent Public Accountants/Auditors...........17
7. Compensation of Custodian.............................................17
8. Responsibility of Custodian...........................................17
9. Effective Period, Termination and Amendment...........................19
10. Successor Custodian...................................................20
11. Interpretive and Additional Provisions................................21
12. Massachusetts Law to Apply............................................22
13. Notices...............................................................22
14. Counterparts..........................................................22
15. Limitations of Liability..............................................22

<PAGE>

CUSTODIAN CONTRACT

This Contract between WCT FUNDS, (the "Trust"), which is a Massachusetts
business trust, on behalf of the portfolios (hereinafter collectively called the
"Funds" and individually referred to as a "Fund") of the Trust, having its
principal place of business at Federated Investors Tower, Pittsburgh,
Pennsylvania, 15222-3779, and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts trust company, having its principal place of business at 225
Franklin Street, Boston, Massachusetts, 02110, hereinafter called the
"Custodian", and FEDERATED SERVICES COMPANY, a Delaware business trust company,
having its principal place of business at Federated Investors Tower, Pittsburgh,
Pennsylvania, 15222-3779, hereinafter called ("Company").

WITNESSETH: That in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:

1. Employment of Custodian and Property to be Held by It

The Trust hereby employs the Custodian as the custodian of the assets of
each of the Funds of the Trust. Except as otherwise expressly provided
herein, the securities and other assets of each of the Funds shall be
segregated from the assets of each of the other Funds and from all other
persons and entities. The Trust will deliver to the Custodian all
securities and cash owned by the Funds and all payments of income,
payments of principal or capital distributions received by them with
respect to all securities owned by the Funds from time to time, and the
cash consideration received by them for shares ("Shares") of beneficial
interest/capital stock of the Funds as may be issued or sold from time to
time. The Custodian shall not be responsible for any property of the Funds
held or received by the Funds and not delivered to the Custodian.

Upon receipt of "Proper Instructions" (within the meaning of Section
2.18), the Custodian shall from time to time employ one or more
sub-custodians upon the terms specified in the Proper Instructions,
provided that the Custodian shall have no more or less responsibility or
liability to the Trust or any of the Funds on account of any actions or
omissions of any sub-custodian so employed than any such sub-custodian has
to the Custodian.

2. Duties of the Custodian With Respect to Property of the Funds Held by
the Custodian

2.1 Holding Securities. The Custodian shall hold and physically segregate
for the account of each Fund all non-cash property, including all
securities owned by each Fund, other than securities which are
maintained pursuant to Section 2.12 in a clearing agency which acts
as a securities depository or in a book-entry system authorized by
the U.S. Department of the Treasury, collectively referred to herein
as "Securities System", or securities which are subject to a joint
repurchase agreement with affiliated funds pursuant to Section 2.14.
The Custodian shall maintain records of all receipts, deliveries and
locations of such securities, together with a current inventory
thereof, and shall conduct periodic physical inspections of
certificates representing stocks, bonds and other securities held by
it under this Contract in such manner as the Custodian shall
determine from time to time to be advisable in order to verify the
accuracy of such inventory. With respect to securities held by any
agent appointed pursuant to Section 2.11 hereof, and with respect to
securities held by any sub-custodian appointed pursuant to Section 1
hereof, the Custodian may rely upon certificates from such agent as
to the holdings of such agent and from such sub-custodian as to the
holdings of such sub-custodian, it being understood that such
reliance in no way relieves the Custodian of its responsibilities
under this Contract. The Custodian will promptly report to the Trust
the results of such inspections, indicating any shortages or
discrepancies uncovered thereby, and take appropriate action to
remedy any such shortages or discrepancies.

2.2 Delivery of Securities. The Custodian shall release and deliver
securities owned by a Fund held by the Custodian or in a Securities
System account of the Custodian only upon receipt of Proper
Instructions, which may be continuing instructions when deemed
appropriate by the parties, and only in the following cases:

(1) Upon sale of such securities for the account of a Fund and
receipt of payment therefor;

(2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Trust;

(3) In the case of a sale effected through a Securities System, in
accordance with the provisions of Section 2.12 hereof;

(4) To the depository agent in connection with tender or other
similar offers for portfolio securities of a Fund, in accordance
with the provisions of Section 2.17 hereof;

(5) To the issuer thereof or its agent when such securities are
called, redeemed, retired or otherwise become payable; provided
that, in any such case, the cash or other consideration is to be
delivered to the Custodian;

(6) To the issuer thereof, or its agent, for transfer into the name
of a Fund or into the name of any nominee or nominees of the
Custodian or into the name or nominee name of any agent appointed
pursuant to Section 2.11 or into the name or nominee name of any
sub-custodian appointed pursuant to Section 1; or for exchange
for a different number of bonds, certificates or other evidence
representing the same aggregate face amount or number of units;
provided that, in any such case, the new securities are to be
delivered to the Custodian;

(7) Upon the sale of such securities for the account of a Fund, to
the broker or its clearing agent, against a receipt, for
examination in accordance with "street delivery custom"; provided
that in any such case, the Custodian shall have no responsibility
or liability for any loss arising from the delivery of such
securities prior to receiving payment for such securities except
as may arise from the Custodian's own failure to act in
accordance with the standard of reasonable care or any higher
standard of care imposed upon the Custodian by any applicable law
or regulation if such above-stated standard of reasonable care
were not part of this Contract;

(8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment
of the securities of the issuer of such securities, or pursuant
to provisions for conversion contained in such securities, or
pursuant to any deposit agreement; provided that, in any such
case, the new securities and cash, if any, are to be delivered to
the Custodian;

(9) In the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights or
similar securities or the surrender of interim receipts or
temporary securities for definitive securities; provided that, in
any such case, the new securities and cash, if any, are to be
delivered to the Custodian;

(10)For delivery in connection with any loans of portfolio securities
of a Fund, but only against receipt of adequate collateral in the
form of (a) cash, in an amount specified by the Trust, (b)
certificated securities of a description specified by the Trust,
registered in the name of the Fund or in the name of a nominee of
the Custodian referred to in Section 2.3 hereof or in proper form
for transfer, or (c) securities of a description specified by the
Trust, transferred through a Securities System in accordance with
Section 2.12 hereof;

(11)For delivery as security in connection with any borrowings
requiring a pledge of assets by a Fund, but only against receipt
of amounts borrowed, except that in cases where additional
collateral is required to secure a borrowing already made,
further securities may be released for the purpose;

(12)For delivery in accordance with the provisions of any agreement
among the Trust or a Fund, the Custodian and a broker-dealer
registered under the Securities Exchange Act of 1934, as amended,
(the "Exchange Act") and a member of The National Association of
Securities Dealers, Inc. ("NASD"), relating to compliance with
the rules of The Options Clearing Corporation and of any
registered national securities exchange, or of any similar
organization or organizations, regarding escrow or other
arrangements in connection with transactions for a Fund;

(13)For delivery in accordance with the provisions of any agreement
among the Trust or a Fund, the Custodian, and a Futures
Commission Merchant registered under the Commodity Exchange Act,
relating to compliance with the rules of the Commodity Futures
Trading Commission and/or any Contract Market, or any similar
organization or organizations, regarding account deposits in
connection with transaction for a Fund;

(14)Upon receipt of instructions from the transfer agent ("Transfer
Agent") for a Fund, for delivery to such Transfer Agent or to the
holders of shares in connection with distributions in kind, in
satisfaction of requests by holders of Shares for repurchase or
redemption; and

(15)For any other proper corporate purpose, but only upon receipt of,
in addition to Proper Instructions, a certified copy of a
resolution of the Executive Committee of the Trust on behalf of a
Fund signed by an officer of the Trust and certified by its
Secretary or an Assistant Secretary, specifying the securities to
be delivered, setting forth the purpose for which such delivery
is to be made, declaring such purpose to be a proper corporate
purpose, and naming the person or persons to whom delivery of
such securities shall be made.

2.3 Registration of Securities. Securities held by the Custodian (other
than bearer securities) shall be registered in the name of a
particular Fund or in the name of any nominee of the Fund or of any
nominee of the Custodian which nominee shall be assigned exclusively
to the Fund, unless the Trust has authorized in writing the
appointment of a nominee to be used in common with other registered
investment companies affiliated with the Fund, or in the name or
nominee name of any agent appointed pursuant to Section 2.11 or in
the name or nominee name of any sub-custodian appointed pursuant to
Section 1. All securities accepted by the Custodian on behalf of a
Fund under the terms of this Contract shall be in "street name" or
other good delivery form.

2.4 Bank Accounts. The Custodian shall open and maintain a separate bank
account or accounts in the name of each Fund, subject only to draft
or order by the Custodian acting pursuant to the terms of this
Contract, and shall hold in such account or accounts, subject to the
provisions hereof, all cash received by it from or for the account of
each Fund, other than cash maintained in a joint repurchase account
with other affiliated funds pursuant to Section 2.14 of this Contract
or by a particular Fund in a bank account established and used in
accordance with Rule 17f-3 under the Investment Company Act of 1940,
as amended, (the "1940 Act"). Funds held by the Custodian for a Fund
may be deposited by it to its credit as Custodian in the Banking
Department of the Custodian or in such other banks or trust companies
as it may in its discretion deem necessary or desirable; provided,
however, that every such bank or trust company shall be qualified to
act as a custodian under the 1940 Act and that each such bank or
trust company and the funds to be deposited with each such bank or
trust company shall be approved by vote of a majority of the Board of
Trustees/Directors ("Board") of the Trust. Such funds shall be
deposited by the Custodian in its capacity as Custodian for the Fund
and shall be withdrawable by the Custodian only in that capacity. If
requested by the Trust, the Custodian shall furnish the Trust, not
later than twenty (20) days after the last business day of each
month, an internal reconciliation of the closing balance as of that
day in all accounts described in this section to the balance shown on
the daily cash report for that day rendered to the Trust.

2.5 Payments for Shares. The Custodian shall make such arrangements with
the Transfer Agent of each Fund, as will enable the Custodian to
receive the cash consideration due to each Fund and will deposit into
each Fund's account such payments as are received from the Transfer
Agent. The Custodian will provide timely notification to the Trust
and the Transfer Agent of any receipt by it of payments for Shares of
the respective Fund.

2.6 Availability of Federal Funds. Upon mutual agreement between the
Trust and the Custodian, the Custodian shall make federal funds
available to the Funds as of specified times agreed upon from time to
time by the Trust and the Custodian in the amount of checks, clearing
house funds, and other non-federal funds received in payment for
Shares of the Funds which are deposited into the Funds' accounts.

2.7 Collection of Income.

(1) The Custodian shall collect on a timely basis all income and
other payments with respect to registered securities held
hereunder to which each Fund shall be entitled either by law or
pursuant to custom in the securities business, and shall collect
on a timely basis all income and other payments with respect to
bearer securities if, on the date of payment by the issuer, such
securities are held by the Custodian or its agent thereof and
shall credit such income, as collected, to each Fund's custodian
account. Without limiting the generality of the foregoing, the
Custodian shall detach and present for payment all coupons and
other income items requiring presentation as and when they become
due and shall collect interest when due on securities held
hereunder. The collection of income due the Funds on securities
loaned pursuant to the provisions of Section 2.2 (10) shall be
the responsibility of the Trust. The Custodian will have no duty
or responsibility in connection therewith, other than to provide
the Trust with such information or data as may be necessary to
assist the Trust in arranging for the timely delivery to the
Custodian of the income to which each Fund is properly entitled.

(2) The Custodian shall promptly notify the Trust whenever income due
on securities is not collected in due course and will provide the
Trust with monthly reports of the status of past due income
unless the parties otherwise agree.

2.8 Payment of Fund Moneys. Upon receipt of Proper Instructions, which
may be continuing instructions when deemed appropriate by the
parties, the Custodian shall pay out moneys of each Fund in the
following cases only:

(1) Upon the purchase of securities, futures contracts or options on
futures contracts for the account of a Fund but only (a) against
the delivery of such securities, or evidence of title to futures
contracts, to the Custodian (or any bank, banking firm or trust
company doing business in the United States or abroad which is
qualified under the 1940 Act to act as a custodian and has been
designated by the Custodian as its agent for this purpose)
registered in the name of the Fund or in the name of a nominee of
the Custodian referred to in Section 2.3 hereof or in proper form
for transfer, (b) in the case of a purchase effected through a
Securities System, in accordance with the conditions set forth in
Section 2.12 hereof or (c) in the case of repurchase agreements
entered into between the Trust and any other party, (i) against
delivery of the securities either in certificate form or through
an entry crediting the Custodian's account at the Federal Reserve
Bank with such securities or (ii) against delivery of the receipt
evidencing purchase for the account of the Fund of securities
owned by the Custodian along with written evidence of the
agreement by the Custodian to repurchase such securities from the
Fund;

(2) In connection with conversion, exchange or surrender of
securities owned by a Fund as set forth in Section 2.2 hereof;

(3) For the redemption or repurchase of Shares of a Fund issued by
the Trust as set forth in Section 2.10 hereof;

(4) For the payment of any expense or liability incurred by a Fund,
including but not limited to the following payments for the
account of the Fund: interest; taxes; management, accounting,
transfer agent and legal fees; and operating expenses of the
Fund, whether or not such expenses are to be in whole or part
capitalized or treated as deferred expenses;

(5) For the payment of any dividends on Shares of a Fund declared
pursuant to the governing documents of the Trust;

(6) For payment of the amount of dividends received in respect of
securities sold short;

(7) For any other proper purpose, but only upon receipt of, in
addition to Proper Instructions, a certified copy of a resolution
of the Executive Committee of the Trust on behalf of a Fund
signed by an officer of the Trust and certified by its Secretary
or an Assistant Secretary, specifying the amount of such payment,
setting forth the purpose for which such payment is to be made,
declaring such purpose to be a proper purpose, and naming the
person or persons to whom such payment is to be made.

2.9 Liability for Payment in Advance of Receipt of Securities Purchased.
In any and every case where payment for purchase of securities for
the account of a Fund is made by the Custodian in advance of receipt
of the securities purchased, in the absence of specific written
instructions from the Trust to so pay in advance, the Custodian shall
be absolutely liable to the Fund for such securities to the same
extent as if the securities had been received by the Custodian.

2.10 Payments for Repurchases or Redemptions of Shares of a Fund. From
such funds as may be available for the purpose of repurchasing or
redeeming Shares of a Fund, but subject to the limitations of the
Declaration of Trust/Articles of Incorporation and any applicable
votes of the Board of the Trust pursuant thereto, the Custodian
shall, upon receipt of instructions from the Transfer Agent, make
funds available for payment to holders of shares of such Fund who
have delivered to the Transfer Agent a request for redemption or
repurchase of their shares including without limitation through bank
drafts, automated clearinghouse facilities, or by other means. In
connection with the redemption or repurchase of Shares of the Funds,
the Custodian is authorized upon receipt of instructions from the
Transfer Agent to wire funds to or through a commercial bank
designated by the redeeming shareholders.

2.11 Appointment of Agents. The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or
trust company which is itself qualified under the 1940 Act and any
applicable state law or regulation, to act as a custodian, as its
agent to carry out such of the provisions of this Section 2 as the
Custodian may from time to time direct; provided, however, that the
appointment of any agent shall not relieve the Custodian of its
responsibilities or liabilities hereunder.

2.12 Deposit of Fund Assets in Securities System. The Custodian may
deposit and/or maintain securities owned by the Funds in a clearing
agency registered with the Securities and Exchange Commission ("SEC")
under Section 17A of the Exchange Act, which acts as a securities
depository, or in the book-entry system authorized by the U.S.
Department of the Treasury and certain federal agencies, collectively
referred to herein as "Securities System" in accordance with
applicable Federal Reserve Board and SEC rules and regulations, if
any, and subject to the following provisions:

(1) The Custodian may keep securities of each Fund in a Securities
System provided that such securities are represented in an
account ("Account") of the Custodian in the Securities System
which shall not include any assets of the Custodian other than
assets held as a fiduciary, custodian or otherwise for customers;

(2) The records of the Custodian with respect to securities of the
Funds which are maintained in a Securities System shall identify
by book-entry those securities belonging to each Fund;

(3) The Custodian shall pay for securities purchased for the account
of each Fund upon (i) receipt of advice from the Securities
System that such securities have been transferred to the Account,
and (ii) the making of an entry on the records of the Custodian
to reflect such payment and transfer for the account of the Fund.
The Custodian shall transfer securities sold for the account of a
Fund upon (i) receipt of advice from the Securities System that
payment for such securities has been transferred to the Account,
and (ii) the making of an entry on the records of the Custodian
to reflect such transfer and payment for the account of the Fund.
Copies of all advices from the Securities System of transfers of
securities for the account of a Fund shall identify the Fund, be
maintained for the Fund by the Custodian and be provided to the
Trust at its request. Upon request, the Custodian shall furnish
the Trust confirmation of each transfer to or from the account of
a Fund in the form of a written advice or notice and shall
furnish to the Trust copies of daily transaction sheets
reflecting each day's transactions in the Securities System for
the account of a Fund.

(4) The Custodian shall provide the Trust with any report obtained by
the Custodian on the Securities System's accounting system,
internal accounting control and procedures for safeguarding
securities deposited in the Securities System;

(5) The Custodian shall have received the initial certificate,
required by Section 9 hereof;

(6) Anything to the contrary in this Contract notwithstanding, the
Custodian shall be liable to the Trust for any loss or damage to
a Fund resulting from use of the Securities System by reason of
any negligence, misfeasance or misconduct of the Custodian or any
of its agents or of any of its or their employees or from failure
of the Custodian or any such agent to enforce effectively such
rights as it may have against the Securities System; at the
election of the Trust, it shall be entitled to be subrogated to
the rights of the Custodian with respect to any claim against the
Securities System or any other person which the Custodian may
have as a consequence of any such loss or damage if and to the
extent that a Fund has not been made whole for any such loss or
damage.

(7) The authorization contained in this Section 2.12 shall not
relieve the Custodian from using reasonable care and diligence in
making use of any Securities System.

2.13 Segregated Account. The Custodian shall upon receipt of Proper
Instructions establish and maintain a segregated account or accounts
for and on behalf of each Fund, into which account or accounts may be
transferred cash and/or securities, including securities maintained
in an account by the Custodian pursuant to Section 2.12 hereof, (i)
in accordance with the provisions of any agreement among the Trust,
the Custodian and a broker-dealer registered under the Exchange Act
and a member of the NASD (or any futures commission merchant
registered under the Commodity Exchange Act), relating to compliance
with the rules of The Options Clearing Corporation and of any
registered national securities exchange (or the Commodity Futures
Trading Commission or any registered contract market), or of any
similar organization or organizations, regarding escrow or other
arrangements in connection with transactions for a Fund, (ii) for
purpose of segregating cash or government securities in connection
with options purchased, sold or written for a Fund or commodity
futures contracts or options thereon purchased or sold for a Fund,
(iii) for the purpose of compliance by the Trust or a Fund with the
procedures required by any release or releases of the SEC relating to
the maintenance of segregated accounts by registered investment
companies and (iv) for other proper corporate purposes, but only, in
the case of clause (iv), upon receipt of, in addition to Proper
Instructions, a certified copy of a resolution of the Board or of the
Executive Committee signed by an officer of the Trust and certified
by the Secretary or an Assistant Secretary, setting forth the purpose
or purposes of such segregated account and declaring such purposes to
be proper corporate purposes.

2.14 Joint Repurchase Agreements. Upon the receipt of Proper Instructions,
the Custodian shall deposit and/or maintain any assets of a Fund and
any affiliated funds which are subject to joint repurchase
transactions in an account established solely for such transactions
for the Fund and its affiliated funds. For purposes of this Section
2.14, "affiliated funds" shall include all investment companies and
their portfolios for which subsidiaries or affiliates of Federated
Investors serve as investment advisers, distributors or
administrators in accordance with applicable exemptive orders from
the SEC. The requirements of segregation set forth in Section 2.1
shall be deemed to be waived with respect to such assets.

2.15 Ownership Certificates for Tax Purposes. The Custodian shall execute
ownership and other certificates and affidavits for all federal and
state tax purposes in connection with receipt of income or other
payments with respect to securities of a Fund held by it and in
connection with transfers of securities.

2.16 Proxies. The Custodian shall, with respect to the securities held
hereunder, cause to be promptly executed by the registered holder of
such securities, if the securities are registered otherwise than in
the name of a Fund or a nominee of a Fund, all proxies, without
indication of the manner in which such proxies are to be voted, and
shall promptly deliver to the Trust such proxies, all proxy
soliciting materials and all notices relating to such securities.

2.17 Communications Relating to Fund Portfolio Securities. The Custodian
shall transmit promptly to the Trust all written information
(including, without limitation, pendency of calls and maturities of
securities and expirations of rights in connection therewith and
notices of exercise of call and put options written by the Fund and
the maturity of futures contracts purchased or sold by the Fund)
received by the Custodian from issuers of the securities being held
for the Fund. With respect to tender or exchange offers, the
Custodian shall transmit promptly to the Trust all written
information received by the Custodian from issuers of the securities
whose tender or exchange is sought and from the party (or his agents)
making the tender or exchange offer. If the Trust desires to take
action with respect to any tender offer, exchange offer or any other
similar transaction, the Trust shall notify the Custodian in writing
at least three business days prior to the date on which the Custodian
is to take such action. However, the Custodian shall nevertheless
exercise its best efforts to take such action in the event that
notification is received three business days or less prior to the
date on which action is required.

2.18 Proper Instructions. Proper Instructions as used throughout this
Section 2 means a writing signed or initialed by one or more person
or persons as the Board shall have from time to time authorized. Each
such writing shall set forth the specific transaction or type of
transaction involved. Oral instructions will be deemed to be Proper
Instructions if (a) the Custodian reasonably believes them to have
been given by a person previously authorized in Proper Instructions
to give such instructions with respect to the transaction involved,
and (b) the Trust promptly causes such oral instructions to be
confirmed in writing. Upon receipt of a certificate of the Secretary
or an Assistant Secretary as to the authorization by the Board of the
Trust accompanied by a detailed description of procedures approved by
the Board, Proper Instructions may include communications effected
directly between electro-mechanical or electronic devices provided
that the Board and the Custodian are satisfied that such procedures
afford adequate safeguards for a Fund's assets.

2.19 Actions Permitted Without Express Authority. The Custodian may in its
discretion, without express authority from the Trust:

(1) make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under
this Contract, provided that all such payments shall be accounted
for to the Trust in such form that it may be allocated to the
affected Fund;

(2) surrender securities in temporary form for securities in
definitive form;

(3) endorse for collection, in the name of a Fund, checks, drafts and
other negotiable instruments; and

(4) in general, attend to all non-discretionary details in connection
with the sale, exchange, substitution, purchase, transfer and
other dealings with the securities and property of each Fund
except as otherwise directed by the Trust.

2.20 Evidence of Authority. The Custodian shall be protected in acting
upon any instructions, notice, request, consent, certificate or other
instrument or paper reasonably believed by it to be genuine and to
have been properly executed on behalf of a Fund. The Custodian may
receive and accept a certified copy of a vote of the Board of the
Trust as conclusive evidence (a) of the authority of any person to
act in accordance with such vote or (b) of any determination of or
any action by the Board pursuant to the Declaration of Trust/Articles
of Incorporation as described in such vote, and such vote may be
considered as in full force and effect until receipt by the Custodian
of written notice to the contrary.

2.21 Notice to Trust by Custodian Regarding Cash Movement. The Custodian
will provide timely notification to the Trust of any receipt of cash,
income or payments to the Trust and the release of cash or payment by
the Trust.

3. Duties of Custodian With Respect to the Books of Account and Calculation of
Net Asset Value and Net Income.

The Custodian shall cooperate with and supply necessary information to the
entity or entities appointed by the Board of the Trust to keep the books
of account of each Fund and/or compute the net asset value per share of
the outstanding Shares of each Fund or, if directed in writing to do so by
the Trust, shall itself keep such books of account and/or compute such net
asset value per share. If so directed, the Custodian shall also calculate
daily the net income of a Fund as described in the Fund's currently
effective prospectus and Statement of Additional Information
("Prospectus") and shall advise the Trust and the Transfer Agent daily of
the total amounts of such net income and, if instructed in writing by an
officer of the Trust to do so, shall advise the Transfer Agent
periodically of the division of such net income among its various
components. The calculations of the net asset value per share and the
daily income of a Fund shall be made at the time or times described from
time to time in the Fund's currently effective Prospectus.

4. Records.

The Custodian shall create and maintain all records relating to its
activities and obligations under this Contract in such manner as will meet
the obligations of the Trust and the Funds under the 1940 Act, with
particular attention to Section 31 thereof and Rules 31a-1 and 31a-2
thereunder, and specifically including identified cost records used for
tax purposes. All such records shall be the property of the Trust and
shall at all times during the regular business hours of the Custodian be
open for inspection by duly authorized officers, employees or agents of
the Trust and employees and agents of the SEC. In the event of termination
of this Contract, the Custodian will deliver all such records to the
Trust, to a successor Custodian, or to such other person as the Trust may
direct. The Custodian shall supply daily to the Trust a tabulation of
securities owned by a Fund and held by the Custodian and shall, when
requested to do so by the Trust and for such compensation as shall be
agreed upon between the Trust and the Custodian, include certificate
numbers in such tabulations.

5. Opinion of Funds' Independent Public Accountants/Auditors.

The Custodian shall take all reasonable action, as the Trust may from time
to time request, to obtain from year to year favorable opinions from each
Fund's independent public accountants/auditors with respect to its
activities hereunder in connection with the preparation of the Fund's
registration statement, periodic reports, or any other reports to the SEC
and with respect to any other requirements of such Commission.

6. Reports to Trust by Independent Public Accountants/Auditors.

The Custodian shall provide the Trust, at such times as the Trust may
reasonably require, with reports by independent public
accountants/auditors for each Fund on the accounting system, internal
accounting control and procedures for safeguarding securities, futures
contracts and options on futures contracts, including securities deposited
and/or maintained in a Securities System, relating to the services
provided by the Custodian for the Fund under this Contract; such reports
shall be of sufficient scope and in sufficient detail, as may reasonably
be required by the Trust, to provide reasonable assurance that any
material inadequacies would be disclosed by such examination and, if there
are no such inadequacies, the reports shall so state.

7. Compensation of Custodian.

The Custodian shall be entitled to reasonable compensation for its
services and expenses as Custodian, as agreed upon from time to time
between Company and the Custodian.

8. Responsibility of Custodian.

The Custodian shall be held to a standard of reasonable care in carrying
out the provisions of this Contract; provided, however, that the Custodian
shall be held to any higher standard of care which would be imposed upon
the Custodian by any applicable law or regulation if such above stated
standard of reasonable care was not part of this Contract. The Custodian
shall be entitled to rely on and may act upon advice of counsel (who may
be counsel for the Trust) on all matters, and shall be without liability
for any action reasonably taken or omitted pursuant to such advice,
provided that such action is not in violation of applicable federal or
state laws or regulations, and is in good faith and without negligence.
Subject to the limitations set forth in Section 15 hereof, the Custodian
shall be kept indemnified by the Trust but only from the assets of the
Fund involved in the issue at hand and be without liability for any action
taken or thing done by it in carrying out the terms and provisions of this
Contract in accordance with the above standards.

In order that the indemnification provisions contained in this Section 8
shall apply, however, it is understood that if in any case the Trust may
be asked to indemnify or save the Custodian harmless, the Trust shall be
fully and promptly advised of all pertinent facts concerning the situation
in question, and it is further understood that the Custodian will use all
reasonable care to identify and notify the Trust promptly concerning any
situation which presents or appears likely to present the probability of
such a claim for indemnification. The Trust shall have the option to
defend the Custodian against any claim which may be the subject of this
indemnification, and in the event that the Trust so elects it will so
notify the Custodian and thereupon the Trust shall take over complete
defense of the claim, and the Custodian shall in such situation initiate
no further legal or other expenses for which it shall seek indemnification
under this Section. The Custodian shall in no case confess any claim or
make any compromise in any case in which the Trust will be asked to
indemnify the Custodian except with the Trust's prior written consent.

Notwithstanding the foregoing, the responsibility of the Custodian with
respect to redemptions effected by check shall be in accordance with a
separate Agreement entered into between the Custodian and the Trust.

If the Trust requires the Custodian to take any action with respect to
securities, which action involves the payment of money or which action
may, in the reasonable opinion of the Custodian, result in the Custodian
or its nominee assigned to a Fund being liable for the payment of money or
incurring liability of some other form, the Custodian may request the
Trust, as a prerequisite to requiring the Custodian to take such action,
to provide indemnity to the Custodian in an amount and form satisfactory
to the Custodian.

Subject to the limitations set forth in Section 15 hereof, the Trust
agrees to indemnify and hold harmless the Custodian and its nominee from
and against all taxes, charges, expenses, assessments, claims and
liabilities (including counsel fees) (referred to herein as authorized
charges) incurred or assessed against it or its nominee in connection with
the performance of this Contract, except such as may arise from it or its
nominee's own failure to act in accordance with the standard of reasonable
care or any higher standard of care which would be imposed upon the
Custodian by any applicable law or regulation if such above-stated
standard of reasonable care were not part of this Contract. To secure any
authorized charges and any advances of cash or securities made by the
Custodian to or for the benefit of a Fund for any purpose which results in
the Fund incurring an overdraft at the end of any business day or for
extraordinary or emergency purposes during any business day, the Trust
hereby grants to the Custodian a security interest in and pledges to the
Custodian securities held for the Fund by the Custodian, in an amount not
to exceed 10 percent of the Fund's gross assets, the specific securities
to be designated in writing from time to time by the Trust or the Fund's
investment adviser. Should the Trust fail to make such designation, or
should it instruct the Custodian to make advances exceeding the percentage
amount set forth above and should the Custodian do so, the Trust hereby
agrees that the Custodian shall have a security interest in all securities
or other property purchased for a Fund with the advances by the Custodian,
which securities or property shall be deemed to be pledged to the
Custodian, and the written instructions of the Trust instructing their
purchase shall be considered the requisite description and designation of
the property so pledged for purposes of the requirements of the Uniform
Commercial Code. Should the Trust fail to cause a Fund to repay promptly
any authorized charges or advances of cash or securities, subject to the
provision of the second paragraph of this Section 8 regarding
indemnification, the Custodian shall be entitled to use available cash and
to dispose of pledged securities and property as is necessary to repay any
such advances.

9. Effective Period, Termination and Amendment.

This Contract shall become effective as of its execution, shall continue
in full force and effect until terminated as hereinafter provided, may be
amended at any time by mutual agreement of the parties hereto and may be
terminated by either party by an instrument in writing delivered or
mailed, postage prepaid to the other party, such termination to take
effect not sooner than sixty (60) days after the date of such delivery or
mailing; provided, however that the Custodian shall not act under Section
2.12 hereof in the absence of receipt of an initial certificate of the
Secretary or an Assistant Secretary that the Board of the Trust has
approved the initial use of a particular Securities System as required in
each case by Rule 17f-4 under the 1940 Act; provided further, however,
that the Trust shall not amend or terminate this Contract in contravention
of any applicable federal or state regulations, or any provision of the
Declaration of Trust/Articles of Incorporation, and further provided, that
the Trust may at any time by action of its Board (i) substitute another
bank or trust company for the Custodian by giving notice as described
above to the Custodian, or (ii) immediately terminate this Contract in the
event of the appointment of a conservator or receiver for the Custodian by
the appropriate banking regulatory agency or upon the happening of a like
event at the direction of an appropriate regulatory agency or court of
competent jurisdiction.

Upon termination of the Contract, the Trust shall pay to the Custodian
such compensation as may be due as of the date of such termination and
shall likewise reimburse the Custodian for its costs, expenses and
disbursements.

10. Successor Custodian.

If a successor custodian shall be appointed by the Board of the Trust, the
Custodian shall, upon termination, deliver to such successor custodian at
the office of the Custodian, duly endorsed and in the form for transfer,
all securities then held by it hereunder for each Fund and shall transfer
to separate accounts of the successor custodian all of each Fund's
securities held in a Securities System.

If no such successor custodian shall be appointed, the Custodian shall, in
like manner, upon receipt of a certified copy of a vote of the Board of
the Trust, deliver at the office of the Custodian and transfer such
securities, funds and other properties in accordance with such vote.

In the event that no written order designating a successor custodian or
certified copy of a vote of the Board shall have been delivered to the
Custodian on or before the date when such termination shall become
effective, then the Custodian shall have the right to deliver to a bank or
trust company, which is a "bank" as defined in the 1940 Act, doing
business in Boston, Massachusetts, of its own selection, having an
aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than $100,000,000, all securities, funds and
other properties held by the Custodian and all instruments held by the
Custodian relative thereto and all other property held by it under this
Contract for each Fund and to transfer to separate accounts of such
successor custodian all of each Fund's securities held in any Securities
System. Thereafter, such bank or trust company shall be the successor of
the Custodian under this Contract.

In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Trust to procure the certified copy of the vote referred to
or of the Board to appoint a successor custodian, the Custodian shall be
entitled to fair compensation for its services during such period as the
Custodian retains possession of such securities, funds and other
properties and the provisions of this Contract relating to the duties and
obligations of the Custodian shall remain in full force and effect.

11. Interpretive and Additional Provisions.

In connection with the operation of this Contract, the Custodian and the
Trust may from time to time agree on such provisions interpretive of or in
addition to the provisions of this Contract as may in their joint opinion
be consistent with the general tenor of this Contract. Any such
interpretive or additional provisions shall be in a writing signed by both
parties and shall be annexed hereto, provided that no such interpretive or
additional provisions shall contravene any applicable federal or state
regulations or any provision of the Declaration of Trust/Articles of
Incorporation. No interpretive or additional provisions made as provided
in the preceding sentence shall be deemed to be an amendment of this
Contract.

12. Massachusetts Law to Apply.

This Contract shall be construed and the provisions thereof interpreted
under and in accordance with laws of The Commonwealth of Massachusetts.

13. Notices.

Except as otherwise specifically provided herein, Notices and other
writings delivered or mailed postage prepaid to the Trust at Federated
Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to the Custodian
at address for SSBT only: 225 Franklin Street, Boston, Massachusetts,
02110, or to such other address as the Trust or the Custodian may
hereafter specify, shall be deemed to have been properly delivered or
given hereunder to the respective address.

14. Counterparts.

This Contract may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original.

15. Limitations of Liability.

The Custodian is expressly put on notice of the limitation of liability as
set forth in Article XI of the Declaration of Trust of those Trusts which
are business trusts and agrees that the obligations and liabilities
assumed by the Trust and any Fund pursuant to this Contract, including,
without limitation, any obligation or liability to indemnify the Custodian
pursuant to Section 8 hereof, shall be limited in any case to the relevant
Fund and its assets and that the Custodian shall not seek satisfaction of
any such obligation from the shareholders of the relevant Fund, from any
other Fund or its shareholders or from the Trustees, Officers, employees
or agents of the Trust, or any of them. In addition, in connection with
the discharge and satisfaction of any claim made by the Custodian against
the Trust, for whatever reasons, involving more than one Fund, the Trust
shall have the exclusive right to determine the appropriate allocations of
liability for any such claim between or among the Funds.

<PAGE>

IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed effective as of the 1st day of December, 1997.

WCT FUNDS

By /s/ Edward C. Gonzales
Name: Edward C. Gonzales
Title: President

STATE STREET BANK AND TRUST
COMPANY

By /s/ Michael Hagerty
Name: Michael Hagerty
Title: Vice President

FEDERATED SERVICES COMPANY

By /s/ Thomas J. Ward
Name: Thomas J. Ward
Title: Senior Vice President

<PAGE>

EXHIBIT 1

CONTRACT
DATE FUND NAMES

December 1, 1997 WCT Funds
WCT Equity Fund

<PAGE>

STATE STREET BANK AND TRUST COMPANY
Custodian Fee Schedule

WCT Funds
I. Custody Services

Maintain custody of fund assets. Settle portfolio purchases and sales.
Report buy and sell fails. Determine and collect portfolio income. Make
cash disbursements and report cash transactions. Monitor corporate actions.
Withhold foreign taxes. File foreign tax reclaims. Report portfolio
positions.

ANNUAL FEES
ASSET

First $250 million 1.0 Basis Point

Excess .50 Basis Point

Minimum fee per year $15,000

Maximum fee per year $90,000

Wire fees $3.00 per wire

Settlements:

o Each DTC commercia paper $10.00

o Each DTC transaction $10.00

o Each Federal Reserve book entry transaction (repo) $4.50

o Each repo with banks other than State Street $7.50

o Each physical transaction (NY/Boston, Private Placement)$21.75

o Each option written/exercised/expired $18.75

Each book entry muni (sub-custody) transaction $15.00

Index fund/ETD Cost + 15%

o Government paydowns $5.00

o PTC transaction $6.00

<PAGE>

II. Out-Of-Pocket Expenses
Telephone
Postage and insurance
Armored carrier costs
Legal fees
Supplies related to fund records Price Waterhouse audit letter Forms,
envelopes, supplies, etc.

III. Special Services
Fees for activities of a non-recurring nature such as fund consolidation
or reorganization, extraordinary security shipments and the preparation of
special reports will be subject to negotiation.

IV. Payment
The above fees will be charged against the funds' custodian checking
account five (5) days after the invoice is mailed to the funds' offices.

V. Term of the Contract

The parties agree that this fee schedule shall become effective December
1, 1997 and will remain in effect until November 30, 1998.

WCT FUNDS STATE STREET BANK

BY:/s/ C. Christine Thomson BY:/s/ Michael E. Hagerty

NAME: C. Christine Thomson NAME: Michael E. Hagerty

TITLE: Vice President TITLE: Vice President

DATE: November 19, 1997 DATE: November 18, 1997

WCT Funds Page 1 December 1, 1997
Exhibit 9(i) under Form N-1A
Exhibit 10 under Item 601/Reg.S-K

AGREEMENT
for
FUND ACCOUNTING,
SHAREHOLDER RECORDKEEPING,
and
CUSTODY SERVICES PROCUREMENT

AGREEMENT made as of December 1, 1997, by and between WCT FUNDS, having their
principal office and place of business at Federated Investors Tower, Pittsburgh,
PA 15222-3779 (the "Trust"), on behalf of the portfolios listed on Exhibit 1
(individually referred to herein as a "Fund" and collectively as "Funds") of the
Trust, and FEDERATED SERVICES COMPANY, a Delaware business trust, having its
principal office and place of business at Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779 (the "Company").

WHEREAS, the Trust is registered as an open-end management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act"), with
authorized and issued shares of capital stock or beneficial interest ("Shares");
and

WHEREAS, the Trust may desire to retain the Company to provide certain
pricing, accounting and recordkeeping services for each of the Funds, including
any classes of shares issued by any Fund ("Classes") if so indicated on Exhibit
1, and the Company is willing to furnish such services; and

WHEREAS, the Trust may desire to appoint the Company as its transfer agent,
dividend disbursing agent if so indicated on Exhibit 1, and agent in connection
with certain other activities, and the Company desires to accept such
appointment; and

WHEREAS, the Trust may desire to appoint the Company as its agent to select,
negotiate and subcontract for custodian services from an approved list of
qualified banks if so indicated on Exhibit 1, and the Company desires to accept
such appointment; and

WHEREAS, from time to time the Trust may desire and may instruct the Company
to subcontract for the performance of certain of its duties and responsibilities
hereunder to State Street Bank and Trust Company or another agent (the "Agent");
and

WHEREAS, the words Trust and Fund may be used interchangeably for those
investment companies consisting of only one portfolio;

NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained, and intending to be legally bound hereby, the parties hereto agree as
follows:

SECTION ONE: Fund Accounting.

Article 1. Appointment.
The Trust hereby appoints the Company to provide certain pricing and
accounting services to the Funds, and/or the Classes, for the period and on the
terms set forth in this Agreement. The Company accepts such appointment and
agrees to furnish the services herein set forth in return for the compensation
as provided in Article 3 of this Section.

Article 2. The Company's Duties.
Subject to the supervision and control of the Trust's Board of Trustees or
Directors ("Board"), the Company will assist the Trust with regard to fund
accounting for the Trust, and/or the Funds, and/or the Classes, and in
connection therewith undertakes to perform the following specific services;

A. Value the assets of the Funds using: primarily, market quotations,
including the use of matrix pricing, supplied by the independent
pricing services selected by the Company in consultation with the
adviser, or sources selected by the adviser, and reviewed by the
board; secondarily, if a designated pricing service does not provide a
price for a security which the Company believes should be available by
market quotation, the Company may obtain a price by calling brokers
designated by the investment adviser of the fund holding the security,
or if the adviser does not supply the names of such brokers, the
Company will attempt on its own to find brokers to price those
securities; thirdly, for securities for which no market price is
available, the Pricing Committee of the Board will determine a fair
value in good faith. Consistent with Rule 2a-4 of the 40 Act,
estimates may be used where necessary or appropriate. The Company's
obligations with regard to the prices received from outside pricing
services and designated brokers or other outside sources, is to
exercise reasonable care in the supervision of the pricing agent. The
Company is not the guarantor of the securities prices received from
such agents and the Company is not liable to the Fund for potential
errors in valuing a Fund's assets or calculating the net asset value
per share of such Fund or Class when the calculations are based upon
such prices. All of the above sources of prices used as described are
deemed by the Company to be authorized sources of security prices. The
Company provides daily to the adviser the securities prices used in
calculating the net asset value of the fund, for its use in preparing
exception reports for those prices on which the adviser has comment.
Further, upon receipt of the exception reports generated by the
adviser, the Company diligently pursues communication regarding
exception reports with the designated pricing agents.

B. Determine the net asset value per share of each Fund and/or Class, at
the time and in the manner from time to time determined by the Board and
as set forth in the Prospectus and Statement of Additional Information
("Prospectus") of each Fund;

C. Calculate the net income of each of the Funds, if any;

D. Calculate capital gains or losses of each of the Funds resulting from sale
or disposition of assets, if any;

E. Maintain the general ledger and other accounts, books and financial
records of the Trust, including for each Fund, and/or Class, as required
under Section 31(a) of the 1940 Act and the Rules thereunder in
connection with the services provided by the Company;

F. Preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the
records to be maintained by Rule 31a-1 under the 1940 Act in connection
with the services provided by the Company. The Company further agrees
that all such records it maintains for the Trust are the property of the
Trust and further agrees to surrender promptly to the Trust such records
upon the Trust's request;

G. At the request of the Trust, prepare various reports or other financial
documents required by federal, state and other applicable laws and
regulations; and

H. Performing the following accounting functions on a daily basis:

(1) Journalizing each Portfolio's investment, capital share and income
and expense activities;

(2) Reconciling cash and investment balances of each Portfolio with
the Custodian;

(3) Maintaining individual ledgers for investment securities;

(4) Maintaining historical tax lots for each investment security;

(5) Calculating various contractual expenses (e.g., advisory transfer
agency, administrative, portfolio accounting fees);

<PAGE>

I. Preparing semi-annual financial statements, to include the following
items:

Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Cash Statement
Schedule of Capital Gains and Losses

J. Preparing monthly purchase and sales journal;

K. Preparing semi-annual broker security transactions summaries;

L. At the request of the Trust, preparing or assisting with the preparation
of various reports or other financial documents required by federal,
state and other applicable laws and regulations, including but not
limited to providing financial data required in connection with the
Trust's semi-annual reports on Form N-SAR, annual and semi-annual
shareholder reports, proxy statements and registration statements; and

M. Such other similar services as may be reasonably requested by the Trust.

Article 3. Compensation and Allocation of Expenses.
A. The Funds will compensate the Company for its services rendered pursuant
to Section One of this Agreement in accordance with the fees agreed upon
from time to time between the parties hereto. Such fees do not include
out-of-pocket disbursements of the Company for which the Funds shall
reimburse the Company upon receipt of a separate invoice. Out-of-pocket
disbursements shall include, but shall not be limited to, the items
agreed upon between the parties from time to time.

B. The Fund and/or the Class, and not the Company, shall bear the cost of:
custodial expenses; membership dues in the Investment Company Institute
or any similar organization; transfer agency expenses; investment
advisory expenses; costs of printing and mailing stock certificates,
Prospectuses, reports and notices; administrative expenses; interest on
borrowed money; brokerage commissions; taxes and fees payable to
federal, state and other governmental agencies; fees of Trustees or
Directors of the Trust; independent auditors expenses; Federated
Administrative Services and/or Federated Administrative Services, Inc.
legal and audit department expenses billed to Federated Services Company
for work performed related to the Trust, the Funds, or the Classes; law
firm expenses; or other expenses not specified in this Article 3 which
may be properly payable by the Funds and/or classes.

C. The compensation and out-of-pocket expenses shall be accrued by the Fund
and shall be paid to the Company no less frequently than monthly, and
shall be paid daily upon request of the Company. The Company will
maintain detailed information about the compensation and out-of-pocket
expenses by Fund and Class.

D. Any schedule of compensation agreed to hereunder, as may be adjusted
from time to time, shall be dated and signed by a duly authorized
officer of the Trust and/or the Funds and a duly authorized officer of
the Company.

E. The fee for the period from the effective date of this Agreement with
respect to a Fund or a Class to the end of the initial month shall be
prorated according to the proportion that such period bears to the full
month period. Upon any termination of this Agreement before the end of
any month, the fee for such period shall be prorated according to the
proportion which such period bears to the full month period. For
purposes of determining fees payable to the Company, the value of the
Fund's net assets shall be computed at the time and in the manner
specified in the Fund's Prospectus.

F. The Company, in its sole discretion, may from time to time subcontract
to, employ or associate with itself such person or persons as the
Company may believe to be particularly suited to assist it in performing
services under this Section One. Such person or persons may be
third-party service providers, or they may be officers and employees who
are employed by both the Company and the Funds. The compensation of such
person or persons shall be paid by the Company and no obligation shall
be incurred on behalf of the Trust, the Funds, or the Classes in such
respect.

SECTION TWO: Shareholder Recordkeeping.

Article 4. Terms of Appointment.
Subject to the terms and conditions set forth in this Agreement, the Trust
hereby appoints the Company to act as, and the Company agrees to act as,
transfer agent and dividend disbursing agent for each Fund's Shares, and agent
in connection with any accumulation, open-account or similar plans provided to
the shareholders of any Fund ("Shareholder(s)"), including without limitation
any periodic investment plan or periodic withdrawal program.

As used throughout this Agreement, a "Proper Instruction" means a writing
signed or initialed by one or more person or persons as the Board shall have
from time to time authorized. Each such writing shall set forth the specific
transaction or type of transaction involved. Oral instructions will be deemed to
be Proper Instructions if (a) the Company reasonably believes them to have been
given by a person previously authorized in Proper Instructions to give such
instructions with respect to the transaction involved, and (b) the Trust, or the
Fund, and the Company promptly cause such oral instructions to be confirmed in
writing. Proper Instructions may include communications effected directly
between electro-mechanical or electronic devices provided that the Trust, or the
Fund, and the Company are satisfied that such procedures afford adequate
safeguards for the Fund's assets. Proper Instructions may only be amended in
writing.

Article 5. Duties of the Company.
The Company shall perform the following services in accordance with Proper
Instructions as may be provided from time to time by the Trust as to any Fund:

A. Purchases

(1) The Company shall receive orders and payment for the purchase of
shares and promptly deliver payment and appropriate documentation
therefor to the custodian of the relevant Fund, (the "Custodian").
The Company shall notify the Fund and the Custodian on a daily
basis of the total amount of orders and payments so delivered.

(2) Pursuant to purchase orders and in accordance with the Fund's
current Prospectus, the Company shall compute and issue the
appropriate number of Shares of each Fund and/or Class and hold
such Shares in the appropriate Shareholder accounts.

(3) For certificated Funds and/or Classes, if a Shareholder or its
agent requests a certificate, the Company, as Transfer Agent,
shall countersign and mail by first class mail, a certificate to
the Shareholder at its address as set forth on the transfer books
of the Funds, and/or Classes, subject to any Proper Instructions
regarding the delivery of certificates.

(4) In the event that any check or other order for the purchase of
Shares of the Fund and/or Class is returned unpaid for any reason,
the Company shall debit the Share account of the Shareholder by
the number of Shares that had been credited to its account upon
receipt of the check or other order, promptly mail a debit advice
to the Shareholder, and notify the Fund and/or Class of its
action. In the event that the amount paid for such Shares exceeds
proceeds of the redemption of such Shares plus the amount of any
dividends paid with respect to such Shares, the Fund and/the Class
or its distributor will reimburse the Company on the amount of
such excess.

B. Distribution

(1) Upon notification by the Funds of the declaration of any
distribution to Shareholders, the Company shall act as Dividend
Disbursing Agent for the Funds in accordance with the provisions
of its governing document and the then-current Prospectus of the
Fund. The Company shall prepare and mail or credit income, capital
gain, or any other payments to Shareholders. As the Dividend
Disbursing Agent, the Company shall, on or before the payment date
of any such distribution, notify the Custodian of the estimated
amount required to pay any portion of said distribution which is
payable in cash and request the Custodian to make available
sufficient funds for the cash amount to be paid out. The Company
shall reconcile the amounts so requested and the amounts actually
received with the Custodian on a daily basis. If a Shareholder is
entitled to receive additional Shares by virtue of any such
distribution or dividend, appropriate credits shall be made to the
Shareholder's account, for certificated Funds and/or Classes,
delivered where requested; and

(2) The Company shall maintain records of account for each Fund and Class
and advise the Trust, each Fund and Class and its Shareholders as to
the foregoing.

C. Redemptions and Transfers

(1) The Company shall receive redemption requests and redemption
directions and, if such redemption requests comply with the
procedures as may be described in the Fund Prospectus or set forth
in Proper Instructions, deliver the appropriate instructions
therefor to the Custodian. The Company shall notify the Funds on a
daily basis of the total amount of redemption requests processed
and monies paid to the Company by the Custodian for redemptions.

(2) At the appropriate time upon receiving redemption proceeds from
the Custodian with respect to any redemption, the Company shall
pay or cause to be paid the redemption proceeds in the manner
instructed by the redeeming Shareholders, pursuant to procedures
described in the then-current Prospectus of the Fund.

(3) If any certificate returned for redemption or other request for
redemption does not comply with the procedures for redemption
approved by the Fund, the Company shall promptly notify the
Shareholder of such fact, together with the reason therefor, and
shall effect such redemption at the price applicable to the date
and time of receipt of documents complying with said procedures.

(4) The Company shall effect transfers of Shares by the registered
owners thereof.

(5) The Company shall identify and process abandoned accounts and uncashed
checks for state escheat requirements on an annual basis and report
such actions to the Fund.

D. Recordkeeping

(1) The Company shall record the issuance of Shares of each Fund,
and/or Class, and maintain pursuant to applicable rules of the
Securities and Exchange Commission ("SEC") a record of the total
number of Shares of the Fund and/or Class which are authorized,
based upon data provided to it by the Fund, and issued and
outstanding. The Company shall also provide the Fund on a regular
basis or upon reasonable request with the total number of Shares
which are authorized and issued and outstanding, but shall have no
obligation when recording the issuance of Shares, except as
otherwise set forth herein, to monitor the issuance of such Shares
or to take cognizance of any laws relating to the issue or sale of
such Shares, which functions shall be the sole responsibility of
the Funds.

(2) The Company shall establish and maintain records pursuant to
applicable rules of the SEC relating to the services to be
performed hereunder in the form and manner as agreed to by the
Trust or the Fund to include a record for each Shareholder's
account of the following:

(a) Name, address and tax identification number (and whether such
number has been certified);

(b) Number of Shares held;

(d) Any stop or restraining order placed against the account;

(e) Information with respect to withholding in the case of a
foreign account or an account for which withholding is
required by the Internal Revenue Code;

(f) Any dividend reinvestment order, plan application, dividend
address and correspondence relating to the current
maintenance of the account;

(g) Certificate numbers and denominations for any Shareholder
holding certificates;

(h) Any information required in order for the Company to perform
the calculations contemplated or required by this Agreement.

(3) The Company shall preserve any such records required to be
maintained pursuant to the rules of the SEC for the periods
prescribed in said rules as specifically noted below. Such record
retention shall be at the expense of the Company, and such records
may be inspected by the Fund at reasonable times. The Company may,
at its option at any time, and shall forthwith upon the Fund's
demand, turn over to the Fund and cease to retain in the Company's
files, records and documents created and maintained by the Company
pursuant to this Agreement, which are no longer needed by the
Company in performance of its services or for its protection. If
not so turned over to the Fund, such records and documents will be
retained by the Company for six years from the year of creation,
during the first two of which such documents will be in readily
accessible form. At the end of the six year period, such records
and documents will either be turned over to the Fund or destroyed
in accordance with Proper Instructions.

E. Confirmations/Reports

(1) The Company shall furnish to the Fund, and the Fund's Investment
Adviser, periodically the following information:

(a) A copy of the transaction register;

(b) Dividend and reinvestment blotters;

(c) The total number of Shares issued and outstanding in each
state for "blue sky" purposes as determined according to
Proper Instructions delivered from time to time by the Fund
to the Company;

(d) Shareholder lists and statistical information;

(e) Payments to third parties relating to distribution
agreements, allocations of sales loads, redemption fees, or
other transaction- or sales-related payments;

(f) Such other information as may be agreed upon from time to
time.

(2) The Company shall prepare in the appropriate form, file with the
Internal Revenue Service and appropriate state agencies, and, if
required, mail to Shareholders, such notices for reporting
dividends and distributions paid as are required to be so filed
and mailed and shall withhold such sums as are required to be
withheld under applicable federal and state income tax laws, rules
and regulations.

(3) In addition to and not in lieu of the services set forth above, the
Company shall:

(a) Perform all of the customary services of a transfer agent, dividend
disbursing agent and, as relevant, agent in connection with
accumulation, open-account or similar plans (including without
limitation any periodic investment plan or periodic withdrawal
program), including but not limited to: maintaining all Shareholder
accounts, mailing Shareholder reports and Prospectuses to current
Shareholders, withholding taxes on accounts subject to back-up or
other withholding (including non-resident alien accounts), preparing
and filing reports on U.S. Treasury Department Form 1099 and other
appropriate forms required with respect to dividends and distributions
by federal authorities for all Shareholders, preparing and mailing
confirmation forms and statements of account to Shareholders for all
purchases and redemptions of Shares and other conformable transactions
in Shareholder accounts, preparing and mailing activity statements for
Shareholders, and providing Shareholder account information; and (b)
provide a system which will enable the Fund to monitor the total
number of Shares of each Fund and/or Class sold in each state ("blue
sky reporting"). The Fund shall by Proper Instructions (i) identify to
the Company those transactions and assets to be treated as exempt from
the blue sky reporting for each state and (ii) verify the
classification of transactions for each state on the system prior to
activation and thereafter monitor the daily activity for each state.
The responsibility of the Company for each Fund's and/or Class's state
blue sky registration status is limited solely to the recording of the
initial classification of transactions or accounts with regard to blue
sky compliance and the reporting of such transactions and accounts to
the Fund as provided above.

F. Other Duties

(1) The Company shall answer correspondence from Shareholders relating
to their Share accounts and such other correspondence as may from
time to time be addressed to the Company;

(2) The Company shall prepare Shareholder meeting lists, mail proxy
cards and other material supplied to it by the Fund in connection
with Shareholder Meetings of each Fund; receive, examine and
tabulate returned proxies, and certify the vote of the
Shareholders;

(3) The Company shall establish and maintain facilities and procedures
for safekeeping of stock certificates, check forms and facsimile
signature imprinting devices, if any; and for the preparation or
use, and for keeping account of, such certificates, forms and
devices.

Article 6. Duties of the Trust.
A. Compliance

The Trust or Fund assume full responsibility for the preparation,
contents and distribution of their own and/or their classes' Prospectus
and for complying with all applicable requirements of the Securities Act
of 1933, as amended (the "1933 Act"), the 1940 Act and any laws, rules
and regulations of government authorities having jurisdiction.

B. Share Certificates

The Trust shall supply the Company with a sufficient supply of blank
Share certificates and from time to time shall renew such supply upon
request of the Company. Such blank Share certificates shall be properly
signed, manually or by facsimile, if authorized by the Trust and shall
bear the seal of the Trust or facsimile thereof; and notwithstanding the
death, resignation or removal of any officer of the Trust authorized to
sign certificates, the Company may continue to countersign certificates
which bear the manual or facsimile signature of such officer until
otherwise directed by the Trust.

C. Distributions

The Fund shall promptly inform the Company of the declaration of any
dividend or distribution on account of any Fund's shares.

Article 7. Compensation and Expenses.
A. Annual Fee

For performance by the Company pursuant to Section Two of this
Agreement, the Trust and/or the Fund agree to pay the Company an annual
maintenance fee for each Shareholder account as agreed upon between the
parties and as may be added to or amended from time to time. Such fees
may be changed from time to time subject to written agreement between
the Trust and the Company. Pursuant to information in the Fund
Prospectus or other information or instructions from the Fund, the
Company may sub-divide any Fund into Classes or other sub-components for
recordkeeping purposes. The Company will charge the Fund the same fees
for each such Class or sub-component the same as if each were a Fund.

B. Reimbursements

In addition to the fee paid under Article 7A above, the Trust and/or
Fund agree to reimburse the Company for out-of-pocket expenses or
advances incurred by the Company for the items agreed upon between the
parties, as may be added to or amended from time to time. In addition,
any other expenses incurred by the Company at the request or with the
consent of the Trust and/or the Fund, will be reimbursed by the
appropriate Fund.

C. Payment

The compensation and out-of-pocket expenses shall be accrued by the Fund
and shall be paid to the Company no less frequently than monthly, and
shall be paid daily upon request of the Company. The Company will
maintain detailed information about the compensation and out-of-pocket
expenses by Fund and Class.

Article 8. Assignment of Shareholder Recordkeeping.
Except as provided below, no right or obligation under this Section Two may
be assigned by either party without the written consent of the other party.

A. This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.

B. The Company may without further consent on the part of the Trust
subcontract for the performance hereof with (A) State Street Bank and
its subsidiary, Boston Financial Data Services, Inc., a Massachusetts
Trust ("BFDS"), which is duly registered as a transfer agent pursuant to
Section 17A(c)(1) of the Securities Exchange Act of 1934, as amended, or
any succeeding statute ("Section 17A(c)(1)"), or (B) a BFDS subsidiary
duly registered as a transfer agent pursuant to Section 17A(c)(1), or
(C) a BFDS affiliate, or (D) such other provider of services duly
registered as a transfer agent under Section 17A(c)(1) as Company shall
select; provided, however, that the Company shall be as fully
responsible to the Trust for the acts and omissions of any subcontractor
as it is for its own acts and omissions; or

C. The Company shall upon instruction from the Trust subcontract for the
performance hereof with an Agent selected by the Trust, other than BFDS
or a provider of services selected by Company, as described in (2)
above; provided, however, that the Company shall in no way be
responsible to the Trust for the acts and omissions of the Agent.

SECTION THREE: Custody Services Procurement.

Article 9. Appointment.
The Trust hereby appoints Company as its agent to evaluate and obtain custody
services from a financial institution that (i) meets the criteria established in
Section 17(f) of the 1940 Act and (ii) has been approved by the Board as
eligible for selection by the Company as a custodian (the "Eligible Custodian").
The Company accepts such appointment.

Article 10. The Company and Its Duties.
Subject to the review, supervision and control of the Board, the Company
shall:

A. evaluate the nature and the quality of the custodial services provided
by the Eligible Custodian;

B. employ the Eligible Custodian to serve on behalf of the Trust as
Custodian of the Trust's assets substantially on the terms set forth as
the form of agreement in Exhibit 2;

C. negotiate and enter into agreements with the Custodians for the benefit
of the Trust, with the Trust as a party to each such agreement. The
Company shall not be a party to any agreement with any such Custodian;

D. establish procedures to monitor the nature and the quality of the
services provided by the Custodians;

E. continuously monitor the nature and the quality of services provided
by the Custodians; and

F. periodically provide to the Trust (i) written reports on the activities
and services of the Custodians; (ii) the nature and amount of
disbursement made on account of the Trust with respect to each custodial
agreement; and (iii) such other information as the Board shall
reasonably request to enable it to fulfill its duties and obligations
under Sections 17(f) and 36(b) of the 1940 Act and other duties and
obligations thereof.

Article 11. Fees and Expenses.
A. Annual Fee

For the performance by the Company pursuant to Section Three of this
Agreement, the Trust and/or the Fund agree to pay the Company an annual
fee as agreed upon between the parties.

B. Reimbursements

In addition to the fee paid under Section 11A above, the Trust and/or
Fund agree to reimburse the Company for out-of-pocket expenses or
advances incurred by the Company for the items agreed upon between the
parties, as may be added to or amended from time to time. In addition,
any other expenses incurred by the Company at the request or with the
consent of the Trust and/or the Fund, will be reimbursed by the
appropriate Fund.

C. Payment

Article 12. Representations.
The Company represents and warrants that it has obtained all required
approvals from all government or regulatory authorities necessary to enter into
this arrangement and to provide the services contemplated in Section Three of
this Agreement.

SECTION FOUR: General Provisions.

Article 13. Documents.
A. In connection with the appointment of the Company under this Agreement,
the Trust shall file with the Company the following documents:

(1) A copy of the Charter and By-Laws of the Trust and all amendments
thereto;

(2) A copy of the resolution of the Board of the Trust authorizing this
Agreement;

(3) Specimens of all forms of outstanding Share certificates of the Trust
or the Funds in the forms approved by the Board of the Trust with a
certificate of the Secretary of the Trust as to such approval;

(4) All account application forms and other documents relating to
Shareholders accounts; and

(5) A copy of the current Prospectus for each Fund.

B. The Fund will also furnish from time to time the following documents:

(1) Each resolution of the Board of the Trust authorizing the original
issuance of each Fund's, and/or Class's Shares;

(2) Each Registration Statement filed with the SEC and amendments thereof
and orders relating thereto in effect with respect to the sale of
Shares of any Fund, and/or Class;

(3) A certified copy of each amendment to the governing document and the
By-Laws of the Trust;

(4) Certified copies of each vote of the Board authorizing officers to
give Proper Instructions to the Custodian and agents for fund
accountant, custody services procurement, and shareholder
recordkeeping or transfer agency services;

(5) Specimens of all new Share certificates representing Shares of any
Fund, accompanied by Board resolutions approving such forms;

(6) Such other certificates, documents or opinions which the Company may,
in its discretion, deem necessary or appropriate in the proper
performance of its duties; and

(7) Revisions to the Prospectus of each Fund.

Article 14. Representations and Warranties.
A. Representations and Warranties of the Company

The Company represents and warrants to the Trust that:

(1) It is a business trust duly organized and existing and in good
standing under the laws of the State of Delaware.

(2) It is duly qualified to carry on its business in the State of
Delaware.

(3) It is empowered under applicable laws and by its charter and by-laws
to enter into and perform this Agreement.

(4) All requisite corporate proceedings have been taken to authorize it to
enter into and perform its obligations under this Agreement.

(5) It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement.

(6) It is in compliance with federal securities law requirements and in
good standing as a transfer agent.

(7) It is duly registered as a transfer agent pursuant to Section 17A(c)
of the Securities Exchange Act of 1934, as amended.

B. Representations and Warranties of the Trust

The Trust represents and warrants to the Company that:

(1) It is an investment company duly organized and existing and in good
standing under the laws of its state of organization;

(2) It is empowered under applicable laws and by its Charter and By-Laws
to enter into and perform its obligations under this Agreement;

(3) All corporate proceedings required by said Charter and By-Laws have
been taken to authorize it to enter into and perform its obligations
under this Agreement;

(4) The Trust is an open-end investment company registered under the 1940
Act; and

(5) A registration statement under the 1933 Act will be effective, and
appropriate state securities law filings have been made and will
continue to be made, with respect to all Shares of each Fund being
offered for sale.

Article 15. Standard of Care and Indemnification.
A. Standard of Care

The Company shall be held to a standard of reasonable care in carrying
out the provisions of this Contract. The Company shall be entitled to
rely on and may act upon advice of counsel (who may be counsel for the
Trust) on all matters, and shall be without liability for any action
reasonably taken or omitted pursuant to such advice, provided that such
action is not in violation of applicable federal or state laws or
regulations, and is in good faith and without negligence.

<PAGE>

B. Indemnification by Trust

The Company shall not be responsible for and the Trust or Fund shall
indemnify and hold the Company, including its officers, directors,
shareholders and their agents employees and affiliates, harmless against
any and all losses, damages, costs, charges, counsel fees, payments,
expenses and liabilities arising out of or attributable to:

(1) The acts or omissions of any Custodian, Adviser, Sub-adviser or other
party (other than the Company) contracted by or approved by the Trust
or Fund,

(2) The reliance on or use by the Company or its agents or subcontractors
of information, records and documents in proper form which

(a) are received by the Company or its agents or subcontractors
and furnished to it by or on behalf of the Fund, its
Shareholders or investors regarding the purchase, redemption
or transfer of Shares and Shareholder account information;

(b) are received by the Company from independent pricing services
or sources for use in valuing the assets of the Funds; or

(c) are received by the Company or its agents or subcontractors
from Advisers, Sub-advisers or other third parties
contracted by or approved by the Trust of Fund for use in
the performance of services under this Agreement;

(d) have been prepared and/or maintained by the Fund or its
affiliates or any other person or firm on behalf of the Trust.

(3) The reliance on, or the carrying out by the Company or its agents or
subcontractors of Proper Instructions of the Trust or the Fund.

(4) The offer or sale of Shares in violation of any requirement under
the federal securities laws or regulations or the securities laws
or regulations of any state that such Shares be registered in such
state or in violation of any stop order or other determination or
ruling by any federal agency or any state with respect to the
offer or sale of such Shares in such state.

Provided, however, that the Company shall not be protected by this
Article 15.B. from liability for any act or omission resulting
from the Company's willful misfeasance, bad faith, negligence or
reckless disregard of its duties of failure to meet the standard
of care set forth in 15.A. above.

C. Reliance

At any time the Company may apply to any officer of the Trust or Fund
for instructions, and may consult with legal counsel with respect to any
matter arising in connection with the services to be performed by the
Company under this Agreement, and the Company and its agents or
subcontractors shall not be liable and shall be indemnified by the Trust
or the appropriate Fund for any action reasonably taken or omitted by it
in reliance upon such instructions or upon the opinion of such counsel
provided such action is not in violation of applicable federal or state
laws or regulations. The Company, its agents and subcontractors shall be
protected and indemnified in recognizing stock certificates which are
reasonably believed to bear the proper manual or facsimile signatures of
the officers of the Trust or the Fund, and the proper countersignature
of any former transfer agent or registrar, or of a co-transfer agent or
co-registrar.

D. Notification

In order that the indemnification provisions contained in this Article
15 shall apply, upon the assertion of a claim for which either party may
be required to indemnify the other, the party seeking indemnification
shall promptly notify the other party of such assertion, and shall keep
the other party advised with respect to all developments concerning such
claim. The party who may be required to indemnify shall have the option
to participate with the party seeking indemnification in the defense of
such claim. The party seeking indemnification shall in no case confess
any claim or make any compromise in any case in which the other party
may be required to indemnify it except with the other party's prior
written consent.

Article 16. Termination of Agreement.
This Agreement may be terminated by either party upon one hundred twenty
(120) days written notice to the other. Should the Trust exercise its rights to
terminate, all out-of-pocket expenses associated with the movement of records
and materials will be borne by the Trust or the appropriate Fund. Additionally,
the Company reserves the right to charge for any other reasonable expenses
associated with such termination. The provisions of Article 15 shall survive the
termination of this Agreement.

Article 17. Amendment.
This Agreement may be amended or modified by a written agreement executed by
both parties.

Article 18. Interpretive and Additional Provisions.
In connection with the operation of this Agreement, the Company and the Trust
may from time to time agree on such provisions interpretive of or in addition to
the provisions of this Agreement as may in their joint opinion be consistent
with the general tenor of this Agreement. Any such interpretive or additional
provisions shall be in a writing signed by both parties and shall be annexed
hereto, provided that no such interpretive or additional provisions shall
contravene any applicable federal or state regulations or any provision of the
Charter. No interpretive or additional provisions made as provided in the
preceding sentence shall be deemed to be an amendment of this Agreement.

Article 19. Governing Law.
This Agreement shall be construed and the provisions hereof interpreted under
and in accordance with the laws of the State of New York.

Article 20. Notices.
Except as otherwise specifically provided herein, Notices and other writings
delivered or mailed postage prepaid to the Trust at Federated Investors Tower,
Pittsburgh, Pennsylvania, 15222-3779, or to the Company at Federated Investors
Tower, Pittsburgh, Pennsylvania, 15222-3779, or to such other address as the
Trust or the Company may hereafter specify, shall be deemed to have been
properly delivered or given hereunder to the respective address.

Article 21. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original.

Article 22. Limitations of Liability of Trustees and Shareholders of the Trust.
The execution and delivery of this Agreement have been authorized by the
Trustees of the Trust and signed by an authorized officer of the Trust, acting
as such, and neither such authorization by such Trustees nor such execution and
delivery by such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, and the
obligations of this Agreement are not binding upon any of the Trustees or
Shareholders of the Trust, but bind only the appropriate property of the Fund,
or Class, as provided in the Declaration of Trust.

Article 23. Limitations of Liability of Trustees and Shareholders of the
Company.
The execution and delivery of this Agreement have been authorized by the
Trustees of the Company and signed by an authorized officer of the Company,
acting as such, and neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to have been made by any
of them individually or to impose any liability on any of them personally, and
the obligations of this Agreement are not binding upon any of the Trustees or
Shareholders of the Company, but bind only the property of the Company as
provided in the Declaration of Trust.

Article 24. Merger of Agreement.
This Agreement constitutes the entire agreement between the parties hereto
and supersedes any prior agreement with respect to the subject hereof whether
oral or written.

Article 25. Successor Agent.
If a successor agent for the Trust shall be appointed by the Trust, the
Company shall upon termination of this Agreement deliver to such successor agent
at the office of the Company all properties of the Trust held by it hereunder.
If no such successor agent shall be appointed, the Company shall at its office
upon receipt of Proper Instructions deliver such properties in accordance with
such instructions.

In the event that no written order designating a successor agent or Proper
Instructions shall have been delivered to the Company on or before the date when
such termination shall become effective, then the Company shall have the right
to deliver to a bank or trust company, which is a "bank" as defined in the 1940
Act, of its own selection, having an aggregate capital, surplus, and undivided
profits, as shown by its last published report, of not less than $2,000,000, all
properties held by the Company under this Agreement. Thereafter, such bank or
trust company shall be the successor of the Company under this Agreement.

Article 26. Force Majeure.
The Company shall have no liability for cessation of services hereunder or
any damages resulting therefrom to the Fund as a result of work stoppage, power
or other mechanical failure reasonably beyond its control, natural disaster,
governmental action, communication disruption or other impossibility of
performance.

Article 27. Assignment; Successors.
This Agreement shall not be assigned by either party without the prior
written consent of the other party, except that either party may assign to a
successor all of or a substantial portion of its business, or to a party
controlling, controlled by, or under common control with such party. Nothing in
this Article 28 shall prevent the Company from delegating its responsibilities
to another entity to the extent provided herein.

Article 28. Severability.
In the event any provision of this Agreement is held illegal, void or
unenforceable, the balance shall remain in effect.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused Sections One, Two and Four
of this Agreement to be executed in their names and on their behalf under their
seals by and through their duly authorized officers, as of the day and year
first above written.

WCT FUNDS

By:/s/ Edward C. Gonzales
Name: Edward C. Gonzales
Title: President

FEDERATED SERVICES COMPANY

By:/s/ Thomas J. Ward
Name: Thomas J. Ward
Title: Senior Vice President

<PAGE>

EXHIBIT 1
CONTRACT
DATE INVESTMENT COMPANY
Portfolios
Classes
- --------------------------------------------------------------------------------
12/1/97 WCT FUNDS
WCT Equity Fund

<PAGE>

SCHEDULE A

STANDARD DOMESTIC FUNDS
Fund Accounting
Fee Schedule

I. Annual Fees for Portfolio Record Keeping/Fund Accounting Services

First $100 Million 3.0 Basis Points
$100 Million - $300 Million 2.0 Basis Points
$300 Million - $500 Million 1.0 Basis Points
Over $500 Million 0.5 Basis Points
Fund Minimum $39,000
Additional Class of Shares $12,000
(Plus pricing charges and other out-of-pocket expenses)

II. Pricing Charges

Monthly Base Pricing Charge: $375 per month/fund

In addition, each Fund shall reimburse the Company for third-party pricing
service charges.

III. Out-of-Pocket Expenses

Out-of-pocket expenses include, but are not limited to, the following: SAS
70 audit reports, postage (including overnight courier service), telephones,
telecommunication charges (including FAX), travel made at the client's request,
duplicating, forms, supplies, micorfiche, computer access charges for client
specific system enhancements ,access to the shareholder recordkeeping system,
security pricing services, variable rate change notification services, paydown
factor notification services. The Company shall provide documentation supporting
out-of-pocket expenses upon the Trust's request.

IV. Cost of Living Increase

The minimum fee set forth in this Schedule may increase annually upon each
December 1 anniversary of this Agreement over the minimum fee during the prior
12 months, as calculated under this Schedule, in an amount equal to the increase
in Pennsylvania Consumer Price Index (not to exceed 6% annually) as last
reported by the U.S. Bureau of Labor Statistics for the twelve months
immediately preceding such anniversary.

<PAGE>

V. Payment

Payment is due thirty days after the date of the invoice.

V. Term of Schedule

The parties agree that this fee schedule shall become effective December 1, 1997
and will remain in effect until it is revised as a result of negotiations
initiated by either party.

WCT FUNDS FEDERATED SERVICES COMPANY

By:/s/ Edward C. Gonzales By:/s/ Thomas J. Ward
Name: Edward C. Gonzales Name: Thomas J. Ward
Title: President Title: Senior Vice President

<PAGE>

Transfer Agency Agreement
between
Federated Services Company
and
WCT Funds

Base Fee* Annual fee per fund, class or other subdivision. $24,000

Account Fee* Annual account charge( includes system access
and funds control and reconcilement)

Daily dividend fund $16.00
Non-daily dividend fund $10.00

Other Account Fees* Services or features not covered above.

Account Activity Processing( includes account
establishment, transaction and maintenance processing) $ 3.50 Account
Servicing(includes shareholder servicing and correspondence) $ 4.50
Contingent deferred sales charge( monthly and quarterly funds only) $ 5.00

Cost of Living Increase

The fees and expenses set forth in this Schedule may increase annually upon each
December 1 anniversary of this Agreement over the fees and expenses during the
prior 12 months, as calculated under this Schedule, in an amount equal to the
annual percentage increase of the Pennsylvania Consumer Price Index (not to
exceed 6% annually) as last reported by the U.S. Bureau of Labor Statistics for
the twelve months immediately preceding such anniversary."

*All fees are annualized and will be prorated on a monthly basis for billing
purposes. Out of pocket expenses are not covered by these fees.

<PAGE>

Transfer Agency Agreement
between
Federated Services Company
and
WCT Funds
Out-of-Pocket Expenses Schedule

Out-of-Pocket Expenses include, but are not limited to, the following:

Postage (including overnight courier service)
Statement Stock
Envelopes
Telephones
Telecommunication Charges (including FAX and Dedicated Line Charges)
VRU Application
Closed account Charges
12b-1 Processing Fees
Third Party Expenses (ie; NSCC fees)
Fiduciary Subaccounting Fee
Travel
Duplicating
Forms
Supplies
Microfiche
Computer Access Charges
Customized Programming and Reporting
Disaster Recovery
Other as Incurred

WCT FUNDS FEDERATED SERVICES COMPANY

By:/s/ Edward C. Gonzales By:/s/ Thomas J. Ward
Name: Edward C. Gonzales Name: Thomas J. Ward
Title: President Title: Senior Vice President

WCT Funds 4 December 1, 1997
Exhibit 9(ii) under Form N-1A
Exhibit 10 under Item 601/Reg.S-K

SHAREHOLDER SERVICES AGREEMENT

THIS AGREEMENT, as of the first day of December, 1997, by and between WCT
Funds, having its principal office and place of business at Federated Investors
Tower, Pittsburgh, PA 15222-3779 and who have approved this form of Agreement on
behalf of the portfolios listed on Exhibit 1 (individually referred to herein as
a "Fund" and collectively as "Funds") and Federated Administrative Services, a
Delaware business trust, having its principal office and place of business at
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779 ("FAS").

1. The Funds hereby appoint FAS to render or cause to be rendered personal
services to shareholders of the Funds and/or the maintenance of accounts
of shareholders of the Funds ("Services"). In addition to providing
Services directly to shareholders of the Funds, FAS is hereby appointed
the Funds' agent to select, negotiate and subcontract for the performance
of Services. FAS hereby accepts such appointments. FAS agrees to provide
or cause to be provided Services which, in its best judgment (subject to
supervision and control of the Funds' Boards of Trustees, as applicable),
are necessary or desirable for shareholders of the Funds. FAS further
agrees to provide the Funds, upon request, a written description of the
Services which FAS is providing hereunder.

2. During the term of this Agreement, each Fund will pay FAS and FAS agrees
to accept as full compensation for its services rendered hereunder a fee
at an annual rate, calculated daily and payable monthly, up to 0.25% of 1%
of average net assets of each Fund.

For the payment period in which this Agreement becomes effective or
terminates with respect to any Fund, there shall be an appropriate
proration of the monthly fee on the basis of the number of days that this
Agreement is in effect with respect to such Fund during the month.

3. This Agreement shall continue in effect for one year from the date of its
execution, and thereafter for successive periods of one year only if the
form of this Agreement is approved at least annually by the Board of each
Fund, including a majority of the members of the Board of the Fund who are
not interested persons of the Fund ("Independent Board Members") cast in
person at a meeting called for that purpose.

4. Notwithstanding paragraph 3, this Agreement may be terminated as follows:

(a) at any time, without the payment of any penalty, by the vote of a
majority of the Independent Board Members of any Fund or by a vote of
a majority of the outstanding voting securities of any Fund as
defined in the Investment Company Act of 1940 on sixty (60) days'
written notice to the parties to this Agreement;

(b) automatically in the event of the Agreement's assignment as defined in
the Investment Company Act of 1940; and

(c) by any party to the Agreement without cause by giving the other party
at least sixty (60) days' written notice of its intention to
terminate.

5. FAS agrees to obtain any taxpayer identification number certification from
each shareholder of the Funds to which it provides Services that is
required under Section 3406 of the Internal Revenue Code, and any
applicable Treasury regulations, and to provide each Fund or its designee
with timely written notice of any failure to obtain such taxpayer
identification number certification in order to enable the implementation
of any required backup withholding.

6. FAS shall not be liable for any error of judgment or mistake of law or
for any loss suffered by any Fund in connection with the matters to
which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement. FAS shall be entitled to
rely on and may act upon advice of counsel (who may be counsel for
such Fund) on all matters, and shall be without liability for any
action reasonably taken or omitted pursuant to such advice. Any
person, even though also an officer, trustee, partner, employee or
agent of FAS, who may be or become a member of such Fund's Board,
officer, employee or agent of any Fund, shall be deemed, when
rendering services to such Fund or acting on any business of such Fund
(other than services or business in connection with the duties of FAS
hereunder) to be rendering such services to or acting solely for such
Fund and not as an officer, trustee, partner, employee or agent or one
under the control or direction of FAS even though paid by FAS.

This Section 6 shall survive termination of this Agreement.

7. No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the
party against which an enforcement of the change, waiver, discharge or
termination is sought.

8. FAS is expressly put on notice of the limitation of liability as set forth
in the Declaration of Trust of each Fund that is a Massachusetts business
trust and agrees that the obligations assumed by each such Fund pursuant
to this Agreement shall be limited in any case to such Fund and its assets
and that FAS shall not seek satisfaction of any such obligations from the
shareholders of such Fund, the Trustees, Officers, Employees or Agents of
such Fund, or any of them.

9. The execution and delivery of this Agreement have been authorized by the
Trustees of FAS and signed by an authorized officer of FAS, acting as
such, and neither such authorization by such Trustees nor such execution
and delivery by such officer shall be deemed to have been made by any of
them individually or to impose any liability on any of them personally,
and the obligations of this Agreement are not binding upon any of the
Trustees or shareholders of FAS, but bind only the trust property of FAS
as provided in the Declaration of Trust of FAS.

10. Notices of any kind to be given hereunder shall be in writing (including
facsimile communication) and shall be duly given if delivered to any Fund
and to such Fund at the following address: Federated Investors Tower,
Pittsburgh, PA 15222-3779, Attention: President and if delivered to FAS at
Federated Investors Tower, Pittsburgh, PA 15222-3779, Attention:
President.

11. This Agreement constitutes the entire agreement between the parties hereto
and supersedes any prior agreement with respect to the subject hereof
whether oral or written. If any provision of this Agreement shall be held
or made invalid by a court or regulatory agency decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby.
Subject to the provisions of Sections 3 and 4, hereof, this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto
and their respective successors and shall be governed by Pennsylvania law;
provided, however, that nothing herein shall be construed in a manner
inconsistent with the Investment Company Act of 1940 or any rule or
regulation promulgated by the Securities and Exchange Commission
thereunder.

12. This Agreement may be executed by different parties on separate
counterparts, each of which, when so executed and delivered, shall be an
original, and all such counterparts shall together constitute one and the
same instrument.

13. This Agreement shall not be assigned by any party without the prior
written consent of FAS in the case of assignment by any Fund, or of the
Funds in the case of assignment by FAS, except that any party may assign
to a successor all of or a substantial portion of its business to a party
controlling, controlled by, or under common control with such party.
Nothing in this Section 14 shall prevent FAS from delegating its
responsibilities to another entity to the extent provided herein.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.

WCT Funds

By:/s/ Edward C. Gonzales
Name: Edward C. Gonzales
Title: President

Federated Administrative Services

By: /s/ Thomas J. Ward
Name: Thomas J. Ward
Title: Senior Vice President

<PAGE>

Exhibit 1

December 1, 1997 WCT Funds
WCT Equity Fund

WCT Funds 2 December 1, 1997
Exhibit 9(iii) under Form N-1A
Exhibit 10 under Item 601/Reg.S-K

WCT FUNDS
SHAREHOLDER SERVICES PLAN

This Shareholder Services Plan ("Plan") is adopted as of this 1st day of
December, by the Board of Trustees of WCT Funds (the "Fund"), a Massachusetts
business trust with respect to certain classes of shares ("Classes") of the
portfolios of the Trust ("the Portfolios") set forth in exhibits hereto.

1. This Plan is adopted to allow the Fund to make payments as contemplated
herein to obtain certain personal services for shareholders and/or the
maintenance of shareholder accounts ("Services").

2. This Plan is designed to compensate broker/dealers and other
participating financial institutions and other persons ("Providers") for
providing services to the Fund and its shareholders. The Plan will be
administered by Federated Administrative Services, ("FAS"). In compensation for
the services provided pursuant to this Plan, Providers will be paid a monthly
fee computed at the annual rate not to exceed .25 of 1% of the average aggregate
net asset value of the shares of the Fund held during the month.

3. Any payments made by the Portfolios to any Provider pursuant to this
Plan will be made pursuant to the "Shareholder Services Agreement" entered into
by FAS on behalf of the Fund and the Provider. Providers which have previously
entered into "Administrative Agreements" or "Rule 12b-1 Agreements" with
Edgewood Services, Inc.. may be compensated under this Plan for Services
performed pursuant to those Agreements until the Providers have executed a
"Shareholder Services Agreement" hereunder.

4. The Fund has the right (i) to select, in its sole discretion, the
Providers to participate in the Plan and (ii) to terminate without cause and in
its sole discretion any Shareholder Services Agreement.

5. Quarterly in each year that this Plan remains in effect, FAS shall
prepare and furnish to the Board of Trustees of the Fund, and the Board of
Trustees shall review, a written report of the amounts expended under the Plan.

6. This Plan shall become effective (i) after approval by majority votes
of: (a) the Fund's Board of Trustees; and (b) the members of the Board of the
Trust who are not interested persons of the Trust and have no direct or indirect
financial interest in the operation of the Trust's Plan or in any related
documents to the Plan ("Disinterested Trustees"), cast in person at a meeting
called for the purpose of voting on the Plan; and (ii) upon execution of an
exhibit adopting this Plan.

7. This Plan shall remain in effect with respect to each Class presently
set forth on an exhibit and any subsequent Classes added pursuant to an exhibit
during the initial year of this Plan for the period of one year from the date
set forth above and may be continued thereafter if this Plan is approved with
respect to each Class at least annually by a majority of the Trust's Board of
Trustees and a majority of the Disinterested Trustees, cast in person at a
meeting called for the purpose of voting on such Plan. If this Plan is adopted
with respect to a class after the first annual approval by the Trustees as
described above, this Plan will be effective as to that Class upon execution of
the applicable exhibit pursuant to the provisions of paragraph 6(ii) above and
will continue in effect until the next annual approval of this Plan by the
Trustees and thereafter for successive periods of one year subject to approval
as described above.

8. All material amendments to this Plan must be approved by a vote of the
Board of Trustees of the Fund and of the Disinterested Trustees, cast in person
at a meeting called for the purpose of voting on it.

9. This Plan may be terminated at any time by: (a) a majority vote of the
Disinterested Trustees; or (b) a vote of a majority of the outstanding voting
securities of the Fund as defined in Section 2(a)(42) of the Act.

10. While this Plan shall be in effect, the selection and nomination of
Disinterested Trustees of the Fund shall be committed to the discretion of the
Disinterested Trustees then in office.

11. All agreements with any person relating to the implementation of this
Plan shall be in writing and any agreement related to this Plan shall be subject
to termination, without penalty, pursuant to the provisions of Paragraph 9
herein.

12. This Plan shall be construed in accordance with and governed by the
laws of the Commonwealth of Pennsylvania.

Witness the due execution hereof this 1st day of December, 1997.

WCT FUNDS

By:
President

<PAGE>

EXHIBIT A
to the
Shareholder Services Plan

WCT FUNDS

WCT Equity Fund

This Plan is adopted by WCT Funds with respect to the Class of Shares of
the portfolio of the Trust set forth above.

In compensation for the services provided pursuant to this Plan, Providers
will be paid a monthly fee computed at the annual rate of 0.25 of 1% of the
average aggregate net asset value of the WCT Equity Fund held during the month.

Witness the due execution hereof this 1st day of December, 1997.

WCT FUNDS

By: /s/ Edward C. Gonzales
President

Exhibit 10 under Form N-1A
Exhibit 5 under Item 601/Reg. S-K

FEDERATED SERVICES COMPANY
Federated Investors Tower
Pittsburgh, PA 15222-3779
412-288-1900

November 19, 1997

The Board of Trustees of
WCT Funds
Federated Investors Tower
Pittsburgh, PA 15222-3779

Trustees:

WCT Funds (the "Trust") proposes to offer and sell shares of beneficial
interest in a portfolio of securities known as WCT Equity Fund (the "Shares") in
the manner and on the terms set forth in the Trust's Registration Statement
filed with the Securities and Exchange Commission under the Securities Act of
1933 (the "Securities Act") and under the Investment Company Act of 1940 (the
"1940 Act").

As counsel I have participated in the preparation and filing of the
Registration Statement under the Securities Act and the 1940 Act. Further, I
have examined and am familiar with the provisions of the Trust's Declaration of
Trust dated July 1, 1997, ("Declaration of Trust"), the Bylaws of the Trust and
such other documents and records as I have deemed to be relevant. I have also
reviewed questions of law and consulted with counsel thereon as deemed necessary
or appropriate by me for the purpose of this opinion.

Based upon the foregoing, it is my opinion that:

1. The Trust is duly organized and validly existing under the laws of the
Commonwealth of Massachusetts.

2. The Shares which are currently being registered by the Registration
Statement may be legally and validly issued from time to time in accordance with
the Declaration of Trust upon receipt of consideration sufficient to comply with
the Declaration of Trust and subject to compliance with the Securities Act, the
1940 Act, and applicable state laws regulating the sale of securities. Such
Shares, when so issued, will be fully paid and non-assessable by the Trust.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to any application or notification required to be
filed under the securities laws of any of the States of the United States.

<PAGE>

The foregoing opinion is limited to the Federal laws of the United States
and the laws of the Commonwealth of Massachusetts, and I express no opinion as
to the laws of any other jurisdiction.

Very truly yours,

/s/C. Grant Anderson
C. Grant Anderson
Corporate Counsel

Exhibit 11 under Form N-1A
Exhibit 23 under Item 601/Reg. S-K

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use in Pre-Effective
Amendment No. 3 to Form N-1A Registration Statement of WCT Funds of our report
dated November 18, 1997, on the Statement of Assets and Liabilities ofWCT Equity
Fund as of November 17, 1997, included in or made a part of this registration
statement.

By: /s/ Arthur Andersen LLP
Arthur Andersen LLP
Pittsburgh, Pennsylvania,
November 19, 1997

Exhibit 13 under Form N-1A
Exhibit 99 under Item 601/Reg. S-K

FEDERATED SERVICES COMPANY
Federated Investors Tower
Pittsburgh, PA 15222-3779
412-288-1900

November 17, 1997

The Board of Trustees of
WCT Funds
Federated Investors Tower
Pittsburgh, PA 15222-3779

Trustees:

Federated Services Company agrees to purchase 10,000 shares of WCT Equity Fund,
a portfolio of WCT Funds, at the cost of $10.00 each. These shares are purchased
for investment purposes and Federated Services Company has no present intention
of redeeming these shares.

Very truly yours,

/s/S. Elliott Cohan
S. Elliott Cohan
Vice President and
Assistant Secretary,
Federated Services Company

WCT Funds December 1, 1997
Exhibit 15(i) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K

WCT Funds
DISTRIBUTION PLAN

This Distribution Plan ("Plan") is adopted as of November 19, 1997, by
the Board of Trustees of between WCT Funds (the "Trust"), a Massachusetts
business trust with respect to certain classes of shares ("Classes") of
the portfolios of the Trust (the "Funds") set forth in exhibits hereto.

1. This Plan is adopted pursuant to Rule 12b-1 under the Investment Company
Act of 1940, as amended ("Act"), so as to allow the Trust to make
payments as contemplated herein, in conjunction with the distribution of
Classes of the Funds ("Shares").

2. This Plan is designed to finance activities of Edgewood Services, Inc.
("ESI") principally intended to result in the sale of Shares to include:
(a) providing incentives to financial institutions ("Financial
Institutions") to sell Shares; (b) advertising and marketing of Shares
to include preparing, printing and distributing prospectuses and sales
literature to prospective shareholders and with Financial Institutions;
and (c) implementing and operating the Plan. In compensation for
services provided pursuant to this Plan, ESI will be paid a fee in
respect of the following Classes set forth on the applicable exhibit.

3. Any payment to ESI in accordance with this Plan will be made pursuant to
the "Distributor's Contract" entered into by the Trust and ESI. Any
payments made by ESI to Financial Institutions with funds received as
compensation under this Plan will be made pursuant to the "Financial
Institution Agreement" entered into by ESI and the Institution.

4. ESI has the right (i) to select, in its sole discretion, the Financial
Institutions to participate in the Plan and (ii) to terminate without
cause and in its sole discretion any Financial Institution Agreement.

5. Quarterly in each year that this Plan remains in effect, ESI shall
prepare and furnish to the Board of Trustees of the Trust, and the Board
of Trustees shall review, a written report of the amounts expended under
the Plan and the purpose for which such expenditures were made.

6. This Plan shall become effective with respect to each Class (i) after
approval as required by Rule 12b-1 under the Act as in effect on the
date of the execution hereof; and (ii) upon execution of an exhibit
adopting this Plan with respect to such Class.

7. This Plan shall remain in effect with respect to each Class presently
set forth on an exhibit and any subsequent Classes added pursuant to an
exhibit during the initial year of this Plan for the period of one year
from the date set forth above and may be continued thereafter if this
Plan is approved with respect to each Class at least annually by a
majority of the TrustBoard of Trustees and a majority of the
Disinterested Trustees, cast in person at a meeting called for the
purpose of voting on such Plan. If this Plan is adopted with respect to
a Class after the first annual approval by the Trustees as described
above, this Plan will be effective as to that Class upon execution of
the applicable exhibit pursuant to the provisions of paragraph 6(ii)
above and will continue in effect until the next annual approval of this
Plan by the Trustees and thereafter for successive periods of one year
subject to approval as described above.

8. All material amendments to this Plan must be approved by a vote of the
Board of Trustees of the Trust and of the Disinterested Trustees, cast
in person at a meeting called for the purpose of voting on it.

9. This Plan may not be amended in order to increase materially the costs
which the Classes may bear for distribution pursuant to the Plan without
being approved by a majority vote of the outstanding voting securities
of the Classes as defined in Section 2(a)(42) of the Act.

10. This Plan may be terminated with respect to a particular Class at any
time by: (a) a majority vote of the Disinterested Trustees; or (b) a
vote of a majority of the outstanding voting securities of the
particular Class as defined in Section 2(a)(42) of the Act; or (c) by
ESI on 60 days' notice to the Trust.

11. While this Plan shall be in effect, the selection and nomination of
Disinterested Trusteesof the Trust shall be committed to the discretion
of the Disinterested Trustees then in office.

12. All agreements with any person relating to the implementation of this
Plan shall be in writing and any agreement related to this Plan shall be
subject to termination, without penalty, pursuant to the provisions of
Paragraph 10 herein.

13. This Plan shall be construed in accordance with and governed by the laws
of the Commonwealth of Pennsylvania.

<PAGE>

EXHIBIT A
to the
Distribution Plan

WCT Funds
WCT Equity Fund

This Distribution Plan is adopted by between WCT Funds with respect to
the WCT Equity Fund set forth above.

In compensation for the services provided pursuant to this Plan, ESI
will be paid a monthly fee computed at the annual rate of .25% of the
average aggregate net asset value of the WCT Equity Fund held during the
month.

Witness the due execution hereof this 1st day of December, 1997.

WCT Funds

By:/s/ Edward C. Gonzales
President

WCT Funds December 1, 1997 Exhibit 15(ii)
under Form N-1A Exhibit 1 under Item
601/Reg.S-K

RULE 12b-1 AGREEMENT

1. ESI hereby appoints Administrator to render or cause to be rendered
sales and administrative support services to the Funds and their shareholders.

8. Notwithstanding paragraph 7, this Agreement may be terminated as
follows:

(a) at any time, without the payment of any penalty, by the vote of a
majority of the Disinterested Directors or Trustees of the Fund or
by a vote of a majority of the outstanding voting securities of the
Fund as defined in the Investment Company Act of 1940 on not more
than sixty (60) days' written notice to the parties to this
Agreement;

(b) automatically in the event of the Agreement's assignment as defined
in the Investment Company Act of 1940 or upon the termination of the
"Administrative Support and Distributor's Contract" or
"Distributor's Contract" between the Fund and ESI; and

(c) by either party to the Agreement without cause by giving the other
party at least sixty (60) days' written notice of its intention to
terminate.

9. The termination of this Agreement with respect to any one Fund will not
cause the Agreement's termination with respect to any other Fund.

11. This Agreement supersedes any prior service agreements between the
parties for the Funds.

<PAGE>

13. This Agreement shall be construed in accordance with the Laws of the
Commonwealth of Pennsylvania.

----------------------------------
Administrator

---------------------------------
Address

---------------------------------
City State Zip Code

Dated:_______________________

By:______________________________
Authorized Signature

----------------------------------
Title

----------------------------------
Print Name of Authorized Signature

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

By:/s/ Lawrence Caracciolo

<PAGE>

WCT FUNDS
--------------------------

EXHIBIT A to 12b-1 Agreement with
Edgewood Services, Inc. ("ESI")

Portfolios

ESI will pay Administrator fees for the following portfolios (the "Funds")
effective as of the dates set forth below:

Name Date

WCT Equity Fund December 1, 1997

Administrative Fees

1. During the term of this Agreement, ESI will pay Administrator a
quarterly fee in respect of each Fund. This fee will be computed at the annual
rate of .25% of the average net asset value of Shares held during the quarter in
accounts for which the Administrator provides services under this Agreement, so
long as the average net asset value of Shares in each Fund during the quarter
equals or exceeds such minimum amount as ESI shall from time to time determine
and communicate in writing to the Administrator.

2. For the quarterly period in which the Administrative Agreement becomes
effective or terminates, there shall be an appropriate proration of any fee
payable on the basis of the number of days that the Agreement is in effect
during the quarter.