FIRST UNION FUNDS/, 497, 1995-03-02

FIRST UNION FUNDS/
497, 1995-03-02

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PROSPECTUS

FIRST UNION INCOME FUNDS

Y SHARES

FEBRUARY 28, 1995

FIRST UNION
INCOME
FUNDS

Portfolios of First Union Funds
- --------------------- ---------------------
- --------------------- ---------------------

Y SHARES
- --------------------------------------------------------------------------------
P R O S P E C T U S

February 28, 1995
First Union Funds (the "Trust") is a mutual fund with 17 portfolios, offering a
variety of investment opportunities. The Trust currently includes three
diversified Income Funds, three diversified Growth and Income Funds, two
diversified Growth Funds, three diversified Money Market Funds, and one
diversified and five non-diversified Tax-Free Funds. They are:
Income Funds
.First Union Fixed Income Portfolio;
. First Union Managed Bond Portfolio; and
. First Union U.S. Government Portfolio.
Growth and Income Funds
. First Union Balanced Portfolio;
. First Union Utility Portfolio; and
. First Union Value Portfolio.
Growth Funds
. First Union Emerging Markets Growth Portfolio; and
. First Union International Equity Portfolio.
Money Market Funds
. First Union Money Market Portfolio;
. First Union Tax Free Money Market Portfolio; and
. First Union Treasury Money Market Portfolio.
Tax-Free Funds
. First Union Florida Municipal Bond Portfolio;
. First Union Georgia Municipal Bond Portfolio;
. First Union North Carolina Municipal Bond Portfolio;
. First Union South Carolina Municipal Bond Portfolio;
. First Union Virginia Municipal Bond Portfolio; and
. First Union High Grade Tax Free Portfolio (formerly, First Union Insured Tax
Free Portfolio).

This prospectus provides you with information specific to the Y Shares of First
Union Income Funds. It concisely describes the information which you should
know before investing in Y Shares of any of the First Union Income Funds.
Please read this prospectus carefully and keep it for future reference.

You can find more detailed information about each First Union Income Fund in
its Statement of Additional Information dated February 28, 1995, filed with the
Securities and Exchange Commission and incorporated by reference into this
prospectus. The Statements are available free of charge by writing to First
Union Funds, Federated Investors Tower, Pittsburgh, PA 15222-3779 or by calling
1-800-326-2584.

The Trust is sponsored and distributed by third parties independent of First
Union National Bank of North Carolina ("First Union").

The shares offered by this prospectus are not deposits or obligations of First
Union, are not endorsed or guaranteed by First Union, 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.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

- -------------------------------------- --------------------------------------
- -------------------------------------- --------------------------------------

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

Summary 2 How to Convert Your Investment from
- -------------------------------------- One First Union Fund to Another
First Union Fund 25

Summary of Fund Expenses 4 --------------------------------------
- --------------------------------------

How to Redeem Shares 26
Financial Highlights 6 --------------------------------------
- --------------------------------------

Management of First Union Funds 26
Investment Objectives and Policies 11 --------------------------------------
- --------------------------------------

Fees and Expenses 27
First Union Fixed Income Portfolio 11 --------------------------------------
- --------------------------------------

Shareholder Rights and Privileges 29
First Union Managed Bond Portfolio 13 --------------------------------------
- --------------------------------------

Distributions and Taxes 30
First Union U.S. Government --------------------------------------
Portfolio 14

- -------------------------------------- Tax Information 31

--------------------------------------
Other Investment Policies 16

- -------------------------------------- Other Classes of Shares 31

--------------------------------------
Shareholder Guide 23

- -------------------------------------- Shareholder Reports 32

--------------------------------------
How to Buy Shares 24

- -------------------------------------- Addresses 33

--------------------------------------

SUMMARY
- ------------------------- -------------------------
- ------------------------- -------------------------

DESCRIPTION OF THE TRUST

First Union Funds is an open-end, management investment company, established as
a Massachusetts business trust under a Declaration of Trust dated August 30,
1984. The Trust currently consists of 17 portfolios, each representing a
different First Union Fund. Each Income Fund, except First Union Managed Bond
Portfolio, is divided into four classes of shares: Class A Investment Shares
("Class A Shares"), Class B Investment Shares ("Class B Shares"), Class C
Investment Shares ("Class C Shares") and Y Shares. Y Shares are designed
primarily for institutional investors (banks, corporations, and fiduciaries).
Class A Shares, Class B Shares and Class C Shares are sold to individuals and
other customers of First Union (the "Adviser"). First Union Managed Bond
Portfolio presently offers only Y Shares. This prospectus relates only to Y
Shares ("Shares") of First Union Income Funds (collectively, the "Funds").

THE FUNDS AND OBJECTIVES

As of the date of this prospectus, Shares are offered in the following three
Funds:

. First Union Fixed Income Portfolio ("Fixed Income Fund")--seeks to provide a
high level of current income by investing in a broad range of investment
grade debt securities, with capital growth as a secondary objective;

. First Union Managed Bond Portfolio ("Managed Bond Fund")--seeks to achieve
total return; and

. First Union U.S. Government Portfolio ("U.S. Government Fund")--seeks a high
level of current income consistent with stability of principal.

INVESTMENT MANAGEMENT

PURCHASING AND REDEEMING SHARES

For information on purchasing Y Shares of any of the Funds, please refer to the
Shareholder Guide section entitled "How to Buy Shares." Redemption information
may be found under "How to Redeem Shares."

RISK FACTORS

Investors should be aware of the following general observations. The market
value of fixed income securities, which constitute a major part of the
investments of the Funds described in this prospectus, may vary inversely in
response to changes in prevailing interest rates. The foreign securities in
which the Fixed Income Fund may invest may be subject to certain risks in
addition to those inherent in U.S. investments. One or more Funds may make
certain investments and employ certain investment techniques that involve other
risks, including entering into repurchase agreements, lending portfolio
securities and entering into futures contracts and related options as hedges.
These risks and those associated with investing in mortgage-backed securities,
when-issued securities, options and variable rate securities are described
under "Investment Objectives and Policies" for each Fund and "Other Investment
Policies."

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

FIRST UNION INCOME FUNDS Y SHARES

Fixed Managed U.S.
Income Bond Government
Fund Fund Fund
------ ------- ----------
Y Shares--Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)................. None None None
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price)................. None None None
Contingent Deferred Sales Charge (as a percentage of
original purchase price or redemption proceeds, as
applicable)......................................... None None None
Redemption Fees (as a percentage of amount redeemed,
if applicable)...................................... None None None
Exchange Fee......................................... None None None
Annual Y Shares Operating Expenses
(As a percentage of average net assets)
Management Fee....................................... 0.50% 0.50% 0.50%
12b-1 Fees........................................... None None None
Total Other Expenses (after waiver) (1).............. 0.15% 0.20% 0.27%
Total Y Shares Operating Expenses (2).............. 0.65% 0.70% 0.77%

(1) Total Other Expenses for Managed Bond Fund would have been 0.21%, absent
the voluntary waiver by the Administrator of certain of its fees. The
Administrator may terminate this voluntary waiver at any time at its sole
discretion.

(2) The Total Y Shares Operating Expenses for Managed Bond Fund would have been
0.71%, absent the voluntary waiver described above in Note 1.

U.S. Government Fund's Y Shares Annual Operating Expenses were 0.71%, for the
year ended December 31, 1994. Total Y Shares Operating Expenses for U.S.
Government Fund, absent the voluntary waiver of the management fee by the
Adviser would have been 0.75%, for the year ended December 31, 1994. The annual
Y Shares Operating Expenses for U.S. Government Fund in the table above are
based on expenses expected during the fiscal year ending December 31, 1995.

The purpose of this table is to assist an investor in understanding the various
costs and expenses that a shareholder of the Funds will bear, either directly
or indirectly. For more complete descriptions of the various costs and
expenses, see "Fees and Expenses." Wire-transferred redemptions of less than
$5,000 may be subject to additional fees.

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

(continued)
FIRST UNION INCOME FUNDS Y SHARES

EXAMPLE 1 year 3 years 5 years 10 years
- ------- ------ ------- ------- --------
You would pay the following expenses on a
$1,000 investment, assuming (1) a 5% annual
return and (2) redemption at the end of each
time period. The Funds charge no redemption
fees for Y Shares.
Fixed Income Fund............................ $7 $21 $36 $81
Managed Bond Fund............................ $7 $22 $39 $87
U.S. Government Fund......................... $8 $25 $43 $95

The above example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.

The information set forth in the foregoing table and example relates only to Y
Shares of the Funds. The Funds (other than Managed Bond Fund) also offer three
additional classes of shares, called Class A Shares, Class B Shares and Class C
Shares. In general, all expenses are allocated based upon the daily net assets
of each class. Class A Shares are subject to a 12b-1 fee of 0.25 of 1% and bear
a maximum sales load of 4.75%. Class B Shares are subject to a 12b-1 fee of
0.75 of 1%, a shareholder service fee of 0.25 of 1% and bear a maximum
contingent deferred sales charge of 5.00%. Class C Shares are subject to a 12b-
1 fee of 0.75 of 1% and a shareholder service fee of 0.25 of 1% and bear a
maximum contingent deferred sales charge of 1.00%. See "Fees and Expenses" and
"Other Classes of Shares."

FINANCIAL
- ------------------------ ------------------------
- ------------------------ ------------------------
HIGHLIGHTS

First Union Fixed Income Portfolio

(For a share outstanding throughout each period)

FINANCIAL
- ------------------------ ------------------------
- ------------------------ ------------------------
HIGHLIGHTS

First Union Fixed Income Portfolio

(For a share outstanding throughout each period)

<TABLE>
<CAPTION>
Class A Investment Shares
----------------------------------------------- Year Ended
Year Ended December 31, March 31,
----------------------------------------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
1994 1993 1992 1991 1990* 1990 1989**
- ------------------------ ------- ------- ------- ------- ------- ------ -------
Net asset value, begin-
ning of period $10.42 $10.41 $10.54 $ 9.99 $ 9.72 $ 9.50 $ 9.70
- ------------------------
Income from investment
operations
- ------------------------
Net investment income 0.65 0.65 0.71 0.73 0.55 0.79 0.10
- ------------------------
Net realized and
unrealized gain (loss)
on (0.91) 0.19 (0.06) 0.60 0.24 0.20 (0.14)
investments
- ------------------------ ------ ----- ------ ----- ----- ----- ------
Total from investment
operations (0.26) 0.84 0.65 1.33 0.79 0.99 (0.04)
- ------------------------
Less distributions
- ------------------------
Dividends to sharehold-
ers from net
investment income (0.64) (0.65) (0.67) (0.70) (0.52) (0.77) (0.16)
- ------------------------
Distributions to share-
holders from net
realized gain on in-
vestment transactions -- (0.18) (0.11) (0.07) -- -- --
- ------------------------
Distributions in excess
of net investment
income -- -- -- (0.01)(c) -- -- --
- ------------------------ ------ ------ ------ ------ ------ ------ ------
Total distributions (0.64) (0.83) (0.78) (0.78) (0.52) (0.77) (0.16)
- ------------------------ ------ ------ ------ ------ ------ ------ ------
Net asset value, end of
period $ 9.52 $10.42 $10.41 $10.54 $ 9.99 $ 9.72 $ 9.50
- ------------------------ ------ ------ ------ ------ ------ ------ ------
Total return+ (2.57%) 8.29% 6.39% 13.74% 8.31% 10.51% (0.31%)
- ------------------------
Ratios to Average Net
Assets
- ------------------------
Expenses 0.75% 0.93% 0.90% 0.80% 1.01%(b) 1.00% 1.78%(b)
- ------------------------
Net investment income 6.46% 6.15% 6.79% 7.30% 7.53%(b) 7.57% 6.10%(b)
- ------------------------
Expense
waiver/reimbursement
(a) -- -- -- 0.09% 0.81%(b) 0.50% --
- ------------------------
Supplemental Data
- ------------------------
Net assets, end of pe-
riod (000 omitted) $19,127 $22,865 $21,488 $17,680 $11,765 $6,496 $11,580
- ------------------------
Portfolio turnover rate 48% 73% 66% 53% 27% 32% 18%
- ------------------------
</TABLE>

* Nine months ended December 31, 1990.
** Reflects operations for the period from January 28, 1989 (commencement of
operations) to March 31, 1989.
+ Based on net asset value, which does not reflect the sales load or
contingent deferred sales charge, if applicable.
(a) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.
(b) Computed on an annualized basis.
(c) Distributions in excess of net investment income for the year ended
December 31, 1991 were a result of certain book and tax timing
differences. These distributions did not represent a return of capital for
federal income tax purposes for the year ended December 31, 1991.
Further information about the Fund's performance is contained in the Income
Funds' Annual Report, for the fiscal year ended December 31, 1994, which can
be obtained free of charge.

- ------------------------------------- -------------------------------------
- ------------------------------------- -------------------------------------
FINANCIAL
- ------------------------ ------------------------
- ------------------------ ------------------------
HIGHLIGHTS

First Union Fixed Income Portfolio

(For a share outstanding throughout each period)

Class B Class C
Investment Investment
Shares Shares
---------------- ------------
Year Ended Year Ended
December 31, December 31,
---------------- ------------
1994 1993* 1994**
- ------------------------------------------- -------- ------ ------------
Net asset value, beginning of period $10.44 $10.57 $ 9.85
- -------------------------------------------
Income from investment operations
- -------------------------------------------
Net investment income 0.58 0.58 0.18
- -------------------------------------------
Net realized and unrealized gain (loss) on
investments (0.92) 0.05 (0.30)
- ------------------------------------------- ------ ------ ------
Total from investment operations (0.34) 0.63 (0.12)
- -------------------------------------------
Less distributions
- -------------------------------------------
Dividends to shareholders from net invest-
ment income (0.56) (0.58) (0.18)
- -------------------------------------------
Dividends to shareholders from net real-
ized gain on investment transactions -- (0.18) --
- ------------------------------------------- ------ ------ ------
Total distributions (0.56) (0.76) (0.18)
- ------------------------------------------- ------ ------ ------
Net asset value, end of period $ 9.54 $10.44 $ 9.55
- ------------------------------------------- ------ ------ ------
Total return+ (3.33%) 6.08% (1.27%)
- -------------------------------------------
Ratios to Average Net Assets
- -------------------------------------------
Expenses 1.50% 1.57%(a) 1.65%(a)
- -------------------------------------------
Net investment income 5.75% 5.42%(a) 5.87%(a)
- -------------------------------------------
Supplemental Data
- -------------------------------------------
Net assets, end of period (000 omitted) $17,625 $8,876 $512
- -------------------------------------------
Portfolio turnover rate 48% 73% 48%
- -------------------------------------------

* Reflects operations for the period from January 25, 1993, (commencement of
operations) to December 31, 1993.
**Reflects operations for the period from September 2, 1994, (commencement of
operations) to December 31, 1994.
+Based on net asset value, which does not reflect the sales load or contingent
deferred sales charge, if applicable.
(a)Computed on an annualized basis.
Further information about the Fund's performance is contained in the Income
Funds' Annual Report, for the fiscal year ended December 31, 1994, which can
be obtained free of charge.

FINANCIAL
- ------------------------ ------------------------
- ------------------------ ------------------------
HIGHLIGHTS

First Union Managed Bond Portfolio

(For a share outstanding throughout each period)

Y Shares (a)
------------------------------------
Year Ended December 31,
------------------------------------
1994 1993 1992 1991*
- ------------------------------------ ------- -------- -------- --------
Net asset value, beginning of period $10.46 $10.34 $10.60 $10.00
- ------------------------------------
Income from investment operations
- ------------------------------------
Net investment income 0.66 0.65 0.66 0.49
- ------------------------------------
Net realized and unrealized gain
(loss) on investments (1.11) 0.43 (0.08) 0.63
- ------------------------------------ ------ ------ ------ ------
Total from investment operations (0.45) 1.08 0.58 1.12
- ------------------------------------
Less distributions
- ------------------------------------
Dividends to shareholders from net
investment income (0.66) (0.65) (0.66) (0.49)
- ------------------------------------
Distributions to shareholders from
net realized gain on investment
transactions (0.00) (0.31) (0.18) (0.03)
- ------------------------------------ ------ ------ ------ ------
Total distributions (0.66) (0.96) (0.84) (0.52)
- ------------------------------------ ------ ------ ------ ------
Net asset value, end of period $ 9.35 $10.46 $10.34 $10.60
- ------------------------------------ ------ ------ ------ ------
Total return+ (4.40%) 10.59% 5.65% 11.63%
- ------------------------------------
Ratios to Average Net Assets
- ------------------------------------
Expenses 0.70% 0.70% 0.70% 0.70%(c)
- ------------------------------------
Net investment income 6.68% 6.02% 6.30% 6.57%(c)
- ------------------------------------
Expense waiver/reimbursement (b) 0.01% 0.03% 0.05% 0.00%
- ------------------------------------
Supplemental Data
- ------------------------------------
Net assets, end of period (000
omitted) $90,318 $109,067 $121,655 $112,984
- ------------------------------------
Portfolio turnover rate 32% 53% 56% 17%
- ------------------------------------
* Reflects operations for the period from April 1, 1991 (commencement of
operations) to December 31, 1991.
+ Based on net asset value, which does not reflect the sales load or
contingent deferred sales charge, if applicable.
(a) Class A, Class B, and Class C Investment Shares were not being offered as
of December 31, 1994. Accordingly, there are no Financial Highlights for
such Shares. The Financial Highlights presented above are historical
information for Y Shares.
(b) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.
(c) Computed on an annualized basis.
Further information about the Fund's performance is contained in the Income
Funds' Annual Report, for the fiscal year ended December 31, 1994, which can
be obtained free of charge.

FINANCIAL
- ------------------------- -------------------------
- ------------------------- -------------------------
HIGHLIGHTS

First Union U.S. Government Portfolio

(For a share outstanding throughout each period)

The following table has been audited by KPMG Peat Marwick LLP, the Fund's
independent auditors. Their report, dated February 13 1995, on the Fund's
Financial Statements for the year ended December 31, 1994, and on the following
table for each of the periods presented, is included in the Income Funds'
Annual Report, which is incorporated herein by reference. This table should be
read in conjunction with the Fund's Financial Statements and notes thereto,
contained in the Income Funds' Annual Report, which may be obtained from the
Fund.
<TABLE>
<CAPTION>

Class A Class B Class C
Investment Investment Investment
Y Shares Shares Shares Shares
----------------- ------------------ -------------------- ------------
Year Ended Year Ended Year Ended Year Ended
December 31, December 31, December 31, December 31,
----------------- ------------------ -------------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
1994 1993* 1994 1993** 1994 1993** 1994***
- ------------------------ ------- ------- ------- -------- ---------- --------- ------------
Net asset value, begin-
ning of period $10.05 $10.25 $10.05 $10.00 $10.05 $10.00 $9.39
- ------------------------
Income from investment
operations
- ------------------------
Net investment income 0.69 0.25 0.66 0.68 0.61 0.63 0.20
- ------------------------
Net realized and
unrealized gain (loss)
on investments (0.98) (0.20) (0.98) 0.05 (0.98) 0.05 (0.32)
- ------------------------ ------ ------ ------ ------ ------ ------ ------
Total from investment
operations (0.29) 0.05 (0.32) 0.73 (0.37) 0.68 (0.12)
- ------------------------
Less distributions
- ------------------------
Dividends to sharehold-
ers from net
investment income (0.69) (0.25) (0.66) (0.68) (0.61) (0.63) (0.20)
- ------------------------ ------ ------ ------ ------ ------ ------ ------
Net asset value, end of
period $ 9.07 $10.05 $ 9.07 $10.05 $ 9.07 $10.05 $9.07
- ------------------------ ------ ------ ------ ------ ------ ------ ------
Total return+ (2.94%) 0.49% (3.18%) 7.43% (3.75%) 6.91% (1.30%)
- ------------------------
Ratios to Average Net
Assets
- ------------------------
Expenses 0.71% 0.48%(b) 0.96% 0.68%(b) 1.54% 1.19%(b) 1.71%(b)
- ------------------------
Net investment income 7.27% 7.20%(b) 6.97% 6.93%(b) 6.42% 6.44%(b) 6.70%(b)
- ------------------------
Expense
waiver/reimbursement
(a) 0.04% 0.31%(b) 0.04% 0.31%(b) 0.04% 0.31%(b) 0.04%(b)
- ------------------------
Supplemental Data
- ------------------------
<CAPTION>
Net assets, end of pe-
riod (000 omitted) $15,595 $14,486 $23,706 $38,851 $195,571 $236,696 $266
- ------------------------
Portfolio turnover rate 19% 39% 19% 39% 19% 39% 19%
- ------------------------
</TABLE>

* Reflects operations for the period from September 2, 1993 (commencement of
operations) to December 31, 1993.
** Reflects operations for the period from January 11, 1993 (commencement of
operations) to December 31, 1993.
*** Reflects operations for the period from September 2, 1994 (commencement of
operations) to December 31, 1994.
+ Based on net asset value, which does not reflect the sales load or contingent
deferred sales charge, if applicable.
(a) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.
(b) Computed on an annualized basis.
Further information about the Fund's performance is contained in the Income
Funds' Annual Report, for the fiscal year ended December 31, 1994, which can be
obtained free of charge.

INVESTMENT
OBJECTIVES
- ------------------------- -------------------------
- ------------------------- -------------------------
AND POLICIES

First Union Income Funds provide a broad range of objectives and policies,
intended to offer investment alternatives to a large group of investors with a
wide range of investment objectives.

The investment objectives and policies of each Fund are stated below. Each
Fund's investment objective cannot be changed without shareholder approval.
While there is no assurance that each objective will be achieved, the Funds
will endeavor to do so by following the investment policies detailed below.
Unless otherwise indicated, the investment policies of a Fund may be changed by
the Trust's Board of Trustees ("Trustees") without the approval of
shareholders. Shareholders will be notified before any material change in these
policies becomes effective.

FIRST UNION
FIXED INCOME
- ------------------------- -------------------------
- ------------------------- -------------------------
PORTFOLIO

Objective: High level of current income with capital growth as a secondary
objective.
Invests in: A broad range of investment grade debt securities.
Suitable for: Conservative investors who want attractive income.
Key Benefit: Investors can participate in a broad portfolio of fixed income
securities rather than purchasing a single issue.

DESCRIPTION OF THE FUND

The Fixed Income Fund seeks to provide a high level of current income by
investing primarily in a broad range of investment grade debt securities.
Capital growth is a secondary objective. The Fund will normally invest at least
80% of its assets in debt securities. At least 65% of the value of the
portfolio will be invested in fixed income securities.

TYPES OF INVESTMENTS

While the Fund may invest in securities rated BBB by Standard & Poor's Ratings
Group ("S&P") or Baa by Moody's Investors Service, Inc. ("Moody's"), the
Adviser currently intends to limit the Fund's investments to securities rated A
or higher by Moody's or S&P, or which, if unrated, are considered to be of
comparable quality by the Adviser.

Debt securities may include fixed, adjustable rate, zero coupon, or stripped
securities, debentures, notes, U.S. government securities, and debt securities
convertible into, or exchangeable for, preferred or common stock. Debt
securities may also include mortgage-backed and asset-backed securities (which
are more fully described under "First Union U.S. Government Portfolio--Types of
Investments." Stated final maturity for these securities may range up to 30
years. The duration of the securities will not exceed 10 years. The Fund
intends to maintain a dollar-weighted average maturity of 5 years or less.
Market-expected average life will be used for certain types of issues in
computing the average maturity.

In normal market conditions the Fund may invest up to 20% of its assets in
money market instruments consisting of: (1) high grade commercial paper,
including master demand notes; (2) obligations of banks or savings and loan
associations having at least $1 billion in deposits, including certificates of
deposit and bankers' acceptances; (3) A-rated or better corporate obligations;
(4) obligations issued or guaranteed by the U.S. government or by any agency or
instrumentality of the U.S. government; and (5) repurchase agreements
collateralized by any security listed above.

The types of U.S. government securities in which the Fund may invest include:
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, such as the: Farm Credit System, including the National Bank
for Cooperatives, Farm Credit Banks, and Banks for Cooperatives; Farmers Home
Administration; Federal Home Loan Banks; Federal Home Loan Mortgage
Corporation; Federal National Mortgage Association; Government National
Mortgage Association; Student Loan Marketing Association; Tennessee Valley
Authority; Export-Import Bank of the United States; Commodity Credit
Corporation; Federal Financing Bank; and National Credit Union Administration
(collectively, "U.S. government securities"). Some U.S. government agency
obligations are backed by the full faith and credit of the U.S. Treasury.
Others in which the Fund may invest are supported by: the issuer's right to
borrow an amount limited to a specific line of credit from the U.S. Treasury;
discretionary authority of the U.S. government to purchase certain obligations
of an agency or instrumentality; or the credit of the agency or
instrumentality.

The Fund may also invest up to 20% of its assets in foreign securities (either
foreign or U.S. securities traded in foreign markets) in order to provide
further diversification. The Fund may also invest in preferred stock; units
which are debt securities with stock or warrants attached; and obligations
denominated in foreign currencies. In making these decisions, the Adviser will
consider such factors as the condition and growth potential of various
economies and securities markets, currency and taxation considerations and
other pertinent financial, social, national and political factors. (See "Other
Investment Policies" and "Foreign Investments.")

The Fund may elect to use options and financial futures for hedging purposes as
described in "Other Investment Policies--Options and Futures" and in the Fund's
Statement of Additional Information. The Fund may also elect to use currency
exchange contracts to manage exchange rate risk in order to stabilize the U.S.
dollar value of a security that it has agreed to buy or sell.

The Fund will not invest in securities judged to be speculative or of poor
quality.

TEMPORARY INVESTMENTS

For temporary defensive purposes, the Fund may invest up to 100% of its assets
in the money market instruments listed above.

FIRST UNION
MANAGED BOND
- ------------------------- -------------------------
- ------------------------- -------------------------
PORTFOLIO

Objective: Total return.
Invests in: High grade corporate bonds and U.S. government and agency bonds.
Suitable for: Conservative investors looking for bond interest and
appreciation.
Key Benefit: Provides a diversified portfolio of investment grade bonds
featuring liquidity and security of capital.

DESCRIPTION OF THE FUND

The Managed Bond Fund is managed for total return which includes both changes
in principal value of the Fund's portfolio and interest income. The Fund seeks
to provide capital appreciation during periods of falling interest rates and
protection against capital depreciation during periods of rising rates.

To achieve total return, the Fund invests primarily in a professionally
managed, diversified portfolio of high grade bonds with maturities up to 30
years. Under normal conditions, at least 65% of the value of the Fund's total
assets will be invested in high grade corporate bonds and government and agency
bonds. Financial futures may also be used depending upon the outlook for the
economy.

TYPES OF INVESTMENTS

The Fund may invest in:

domestic issues of corporate debt obligations rated A or better by Moody's
or S&P;

U.S. government securities as more fully described under "First Union Fixed
Income Portfolio--Types of Investments;"

commercial paper which matures in 270 days or less, with at least two high
quality ratings by nationally recognized statistical rating organizations,
e.g. A-1 or A-2 by S&P, or Prime-1 or Prime-2 by Moody's;

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

bankers' acceptances (maximum 0.25% of the bank's total deposits according
to the bank's last published statement of condition) issued by a bank
insured by the BIF, or issued by the bank's Edge Act subsidiary and
guaranteed by the bank, with remaining maturities of nine months or less;
and

repurchase agreements collateralized by eligible investments.

TEMPORARY INVESTMENTS

The Fund may also temporarily invest up to 100% of its assets in cash and cash
items during times of unusual market conditions for defensive purposes. Cash
items may include short term obligations, such as: rated commercial paper, time
and savings deposits (including certificates of deposit), bankers' acceptances,
obligations of the U.S. government or its agencies or instrumentalities, and
repurchase agreements collateralized by eligible investments.

RISK FACTORS

Bond prices move inversely to interest rates, i.e. as interest rates decline,
the values of the bonds increase and vice versa. The longer the maturity of a
bond, the greater the exposure to market price fluctuations. The same market
factors are reflected in the share price or net asset value of bond funds which
will vary with interest rates.

FIRST UNION
U.S. GOVERNMENT
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PORTFOLIO

Objective: High level of current income consistent with stability of
principal.
Invests in: Debt instruments issued or guaranteed by the U.S. government, its
agencies, or instrumentalities.
Suitable for: Conservative investors seeking high current yields plus relative
safety.
Key Benefit: Active management of a blend of securities and maturities to
maximize the opportunities and minimize the risks created by
changing interest rates.

DESCRIPTION OF THE FUND

The U.S. Government Fund seeks a high level of current income consistent with
stability of principal. The Fund seeks to achieve this objective by investing
primarily in debt instruments which are U.S. government securities, as such
term is defined under "First Union Fixed Income Portfolio--Types of
Investments." As a matter of policy, the Fund will invest at least 65% of the
value of its total assets in such U.S. government securities.

TYPES OF INVESTMENTS

In addition to U.S. government securities, the Fund may invest in:

Securities representing ownership interests in mortgage pools ("mortgage-
backed securities"). The yield and maturity characteristics of mortgage-
backed securities correspond to those of the underlying mortgages, with
interest and principal payments including prepayments (i.e. paying
remaining principal before the mortgage's scheduled maturity) passed
through to the holder of the mortgage-backed securities. The yield and
price of mortgage-backed securities will be affected by prepayments which
substantially shorten effective maturities. Thus, during periods of
declining interest rates, prepayments may be expected to increase,
requiring the Fund to reinvest the proceeds at lower interest rates, making
it difficult to effectively lock in high interest rates. Conversely,
mortgage-backed securities may experience less pronounced declines in value
during periods of rising interest rates;

Securities representing ownership interests in a pool of assets ("asset-
backed securities"), for which automobile and credit card receivables are
the most common collateral. Because much of the underlying collateral is
unsecured, asset-backed securities are structured to include additional
collateral and/or additional credit support to protect against default. The
Adviser evaluates the strength of each particular issue of asset-backed
security, taking into account the structure of the issue and its credit
support. (See "Risk Characteristics of Asset-Backed Securities.");

Collateralized mortgage obligations ("CMOs") issued by single-purpose,
stand-alone entities. A CMO is a mortgage-backed security that manages the
risk of repayment by separating mortgage pools into short, medium and long
term portions. These portions are generally retired in sequence as the
underlying mortgage loans in the mortgage pool are repaid. Similarly, as
prepayments are made, the portion of CMO first to mature will be retired
prior to its maturity, thus having the same effect as the prepayment of
mortgages underlying a mortgage-backed security. The issuer of a series of
CMOs may elect to be treated as a Real Estate Mortgage Investment Conduit
(a "REMIC"), which has certain special tax attributes. The Fund will invest
only in CMOs which are rated AAA by a nationally recognized statistical
rating organization and which may be: (a) collateralized by pools of
mortgages in which each mortgage is guaranteed as to payment of principal
and interest by an agency or instrumentality of the U.S. government; (b)
collateralized by pools of mortgages in which payment of principal and
interest is guaranteed by the issuer and such guarantee is collateralized
by U.S. government securities; or (c) securities in which the proceeds of
the issuance are invested in mortgage securities and payment of the
principal and interest are supported by the credit of an agency or
instrumentality of the U.S. government. The Fund may invest up to 20% of
its total assets in CMOs;

Commercial paper which matures in 270 days or less so long as at least two
of its ratings are high quality ratings by nationally recognized
statistical rating organizations. Such ratings would include: A-1 or A-2 by
S&P, Prime-1 or Prime-2 by Moody's, or F-1 or F-2 by Fitch Investors
Service;

Bonds and other debt securities rated Baa or higher by Moody's or BBB or
higher by S&P, or which, if unrated, are considered to be comparable
quality by the Adviser;

Securities of other investment companies; and

Repurchase agreements collateralized by eligible investments.

Bonds rated Baa by Moody's or BBB by S&P have speculative characteristics.
Changes in economic conditions or other circumstances are more likely to
lead to weakened capacity to make principal and interest payments than
higher rated bonds.

TEMPORARY INVESTMENTS

During periods when, in the Adviser's opinion, a temporary defensive position
in the market is appropriate, the Fund may temporarily invest up to 100% of its
assets in cash and cash items including such short term obligations as:
commercial paper; U.S. government securities; and repurchase agreements
collateralized by eligible investments.

OTHER
INVESTMENT
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POLICIES

The Funds have adopted the following practices for specific types of
investments.

DOWNGRADES

If any security invested in by any of the Funds loses its rating or has its
rating reduced after the Fund has purchased it, the Fund is not required to
sell or otherwise dispose of the security, but may consider doing so.

REPURCHASE AGREEMENTS

The Funds may invest in repurchase agreements. Repurchase agreements are
agreements by which a Fund purchases a security (usually U.S. government
securities) for cash and obtains a simultaneous commitment from the seller
(usually a bank or broker/dealer) to repurchase the security at an agreed-upon
price and specified future date. The repurchase price reflects an agreed-upon
interest rate for the time period of the agreement. The Fund's risk is the
inability of the seller to pay the agreed-upon price on delivery date.
However, this risk is tempered by the ability of the Fund to sell the security
in the open market in the case of a default. In such a case, the Fund may
incur costs in disposing of the security which would increase Fund expenses.
The Adviser will monitor the creditworthiness of the firms with which the
Funds enter into repurchase agreements.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

The Funds may purchase securities on a when-issued or delayed delivery basis.
These transactions are arrangements in which a Fund purchases securities with
payment and delivery scheduled for a future time. The seller's failure to
complete these transactions may cause a 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. Accordingly, a Fund may pay more
or less than the market value of the securities on the settlement date.

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

LENDING OF PORTFOLIO SECURITIES

In order to generate additional income, the Funds may lend portfolio
securities on a short-term or long-term basis to broker/dealers, banks, or
other institutional borrowers of securities. The Funds will only enter into
loan arrangements with creditworthy borrowers 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. As a matter of fundamental investment policy
which cannot be changed without shareholder approval, the Funds will not lend
any of their assets except portfolio securities up to 15% (in the case of the
Fixed Income and Managed Bond Funds) or one-third (in the case of the U.S.
Government Fund) of the value of their total assets.

There is the risk that when lending portfolio securities, the securities may
not be available to a 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.

OPTIONS AND FUTURES

All of the Funds may engage in options and futures transactions. Options and
futures transactions are intended to enable a Fund to manage market, interest
rate or exchange rate risk, and the Funds do not use these transactions for
speculation or leverage.

The Funds may attempt to hedge all or a portion of their portfolios through the
purchase of both put and call options on their portfolio securities and listed
put options on financial futures contracts for portfolio securities. The Funds
may also write covered call options on their portfolio securities to attempt to
increase their current income. The Funds will maintain their positions in
securities, option rights, and segregated cash subject to puts and calls until
the options are exercised, closed, or have expired. An option position may be
closed out only on an exchange which provides a secondary market for an option
of the same series. The Funds may purchase listed put options on financial
futures contracts. These options will be used only to protect portfolio
securities against decreases in value resulting from market factors such as an
anticipated increase in interest rates.

The Funds may write (i.e., sell) covered call and put options. By writing a
call option, a Fund becomes obligated during the term of the option to deliver
the securities underlying the option upon payment of the exercise price. By
writing a put option, a Fund becomes obligated during the term of the option to
purchase the securities underlying the option at the exercise price if the
option is exercised. The Funds also may write straddles (combinations of
covered puts and calls on the same underlying security).

The Funds may only write "covered" options. This means that so long as a Fund
is obligated as the writer of a call option, it will own the underlying
securities subject to the option or, in the case of call options on U.S.
Treasury bills, the Fund might own substantially similar U.S. Treasury bills. A
Fund will be considered "covered" with respect to a put option it writes if, so
long as it is obligated as the writer of the put option, it deposits and
maintains with its custodian in a segregated account liquid assets having a
value equal to or greater than the exercise price of the option.

The principal reason for writing call or put options is to obtain, through a
receipt of premiums, a greater current return than would be realized on the
underlying securities alone. The Funds receive a premium from writing a call or
put option which they retain whether or not the option is exercised. By writing
a call option, the Funds might lose the potential for gain on the underlying
security while the option is open, and by writing a put option, the Funds might
become obligated to purchase the underlying securities for more than their
current market price upon exercise.

the instrument ("going long") at a certain time in the future. Financial
futures contracts call for the delivery of particular debt instruments issued
or guaranteed by the U.S. Treasury or by specified agencies or
instrumentalities of the U.S. government. If a Fund would enter into financial
futures contracts directly to hedge its holdings of fixed income securities, it
would enter into contracts to deliver securities at an undetermined price
(i.e., "go short") to protect itself against the possibility that the prices of
its fixed income securities may decline during the Fund's anticipated holding
period. A Fund would "go long" (agree to purchase securities in the future at a
predetermined price) to hedge against a decline in market interest rates.

The Funds may also enter into currency and other financial futures contracts
and write options on such contracts. The Funds intend to enter into such
contracts and related options for hedging purposes. The Funds will enter into
futures on securities, currencies, or index-based futures contracts in order to
hedge against changes in interest or exchange rates or securities prices. A
futures contract on securities or currencies is an agreement to buy or sell
securities or currencies during a designated month at whatever price exists at
that time. A futures contract on a securities index does not involve the actual
delivery of securities, but merely requires the payment of a cash settlement
based on changes in the securities index. The Funds do not make payment or
deliver securities upon entering into a futures contract. Instead, they put
down a margin deposit, which is adjusted to reflect changes in the value of the
contract and which remains in effect until the contract is terminated.

The Funds may sell or purchase currency and other financial futures contracts.
When a futures contract is sold by a Fund, the profit on the contract will tend
to rise when the value of the underlying securities or currencies declines and
to fall when the value of such securities or currencies increases. Thus, the
Funds sell futures contracts in order to offset a possible decline in the
profit on their securities or currencies. If a futures contract is purchased by
a Fund, the value of the contract will tend to rise when the value of the
underlying securities or currencies increases and to fall when the value or
such securities or currencies declines.

The Funds may enter into closing purchase and sale transactions in order to
terminate a futures contract and may buy or sell put and call options for the
purpose of closing out their options positions. The Funds' ability to enter
into closing transactions depends on the development and maintenance of a
liquid secondary market. There is no assurance that a liquid secondary market
will exist for any particular contract or at any particular time. As a result,
there can be no assurance that the Funds will be able to enter into an
offsetting transaction with respect to a particular contract at a particular
time. If the Funds are not able to enter into an offsetting transaction, the
Funds will continue to be required to maintain the margin deposits on the
contract and to complete the contract according to its terms, in which case the
Funds would continue to bear market risk on the transaction.

RISK CHARACTERISTICS OF OPTIONS AND FUTURES

future movements in securities prices, interest rates and other economic
factors. When the Funds use financial futures contracts and options on
financial futures contracts as hedging devices, there is a risk that the prices
of the securities subject to the financial futures contracts and options on
financial futures contracts may not correlate perfectly with the prices of the
securities in the Funds' portfolios. This may cause the financial futures
contract and any related options to react to market changes differently than
the portfolio securities. In addition, the Adviser could be incorrect in its
expectations and forecasts about the direction or extent of market factors,
such as interest rates, securities price movements, and other economic factors.
Even if the Adviser correctly predicts interest rate movements, a hedge could
be unsuccessful if changes in the value of a Fund's futures position did not
correspond to changes in the value of its investments. In these events, the
Funds may lose money on the financial futures contracts or the options on
financial futures contracts. It is not certain that a secondary market for
positions in financial futures contracts or for options on financial futures
contracts will exist at all times. Although the Adviser will consider liquidity
before entering into financial futures contracts or options on financial
futures contracts transactions, there is no assurance that a liquid secondary
market on an exchange will exist for any particular financial futures contract
or option on a financial futures contract at any particular time. The Funds'
ability to establish and close out financial futures contracts and options on
financial futures contract positions depends on this secondary market. If a
Fund is unable to close out its position due to disruptions in the market or
lack of liquidity, the Fund may lose money on the futures contract or option,
and the losses to the Fund could be significant.

ZERO-COUPON AND STRIPPED SECURITIES

The Fixed Income Fund may invest in zero-coupon and stripped securities. Zero-
coupon securities in which the Fund may invest are debt obligations which are
generally issued at a discount and payable in full at maturity, and which do
not provide for current payments of interest prior to maturity. Zero-coupon
securities usually trade at a deep discount from their face or par value and
are subject to greater market value fluctuations from changing interest rates
than debt obligations of comparable maturities which make current distributions
of interest. As a result, the net asset value of shares of the Fixed Income
Fund may fluctuate over a greater range than shares of other mutual funds
investing in securities making current distributions of interest and having
similar maturities.

Zero-coupon securities may include U.S. Treasury bills issued directly by the
U.S. Treasury or other short-term debt obligations, and longer-term bonds or
notes and their unmatured interest coupons which have been separated by their
holder, typically a custodian bank or investment banking firm. A number of
securities firms and banks have stripped the interest coupons from the
underlying principal (the "corpus") of U.S. Treasury securities and resold them
in custodial receipt programs with a number of different names, including
Treasury Income Growth Receipts ("TIGRS") and Certificates of Accrual on
Treasuries ("CATS"). The underlying U.S. Treasury bonds and notes themselves
are held in book-entry form at the Federal Reserve Bank or, in the case of
bearer securities (i.e., unregistered securities which are owned ostensibly by
the bearer of holder thereof), in trust on behalf of the owners thereof.

In addition, the Treasury has facilitated transfers of ownership of zero-coupon
securities by accounting separately for the beneficial ownership of particular
interest coupons and corpus payments on Treasury securities through the Federal
Reserve book-entry record-keeping system. The Federal Reserve program as
established by the Treasury Department is known as "STRIPS" or "Separate
Trading of Registered Interest and Principal of Securities." Under the STRIPS
program, the Fixed Income Fund will be able to have its beneficial ownership of
U.S. Treasury zero-coupon securities recorded directly in the book-entry
record-keeping system in lieu of having to hold certificates or other evidence
of ownership of the underlying U.S. Treasury securities.

When debt obligations have been stripped of their unmatured interest coupons by
the holder, the stripped coupons are sold separately. The principal or corpus
is sold at a deep discount because the buyer receives only the right to receive
a future fixed payment on the security and does not receive any rights to
periodic cash interest payments. Once stripped or separated, the corpus and
coupons may be sold separately. Typically, the coupons are sold separately or
grouped with other coupons with like maturity dates and sold in such bundled
form. Purchasers of stripped obligations acquire, in effect, discount
obligations that are economically identical to the zero-coupon securities
issued directly by the obligor.

FOREIGN INVESTMENTS

The Fixed Income Fund may invest in foreign securities or securities
denominated in or indexed to foreign currencies. In addition, the Fixed Income
Fund may invest in foreign currencies. These may involve additional risks.
Specifically, they may be affected by the strength of foreign currencies
relative to the U.S. dollar, or by political or economic developments in
foreign countries. Accounting procedures and government supervision may be less
stringent than those applicable to U.S. companies. There may be less publicly
available information about a foreign company than about a U.S. company.
Foreign markets may be less liquid or more volatile than U.S. markets and may
offer less protection to investors. It may also be more difficult to enforce
contractual obligations abroad than would be the case in the United States
because of differences in the legal systems. Foreign securities may be subject
to foreign taxes, which may reduce yield, and may be less marketable than
comparable U.S. securities. All these factors are considered by the Adviser
before making any of these types of investments.

RISK CHARACTERISTICS OF ASSET-BACKED SECURITIES

The Fixed Income and U.S. Government Funds may invest in asset-backed
securities. Asset-backed securities are created by the grouping of certain
governmental, government-related and private loans, receivables and other
lender assets into pools. Interests in these pools are sold as individual
securities. Payments from the asset pools may be divided into several different
tranches of debt securities, with some tranches entitled to receive regular
installments of principal and interest, other tranches entitled to receive
regular installments of interest, with principal payable at maturity or upon
specified call dates, and other tranches only entitled to receive payments of
principal and accrued interest at maturity or upon specified call dates.
Different tranches of securities will bear different interest rates, which may
be fixed or floating.

Because the loans held in the asset pool often may be prepaid without penalty
or premium, asset-backed securities and mortgage backed securities are
generally subject to higher prepayment risks than most other types of debt
instruments. Prepayment risks on mortgage securities tend to increase during
periods of declining mortgage interest rates, because many borrowers refinance
their mortgages to take advantage of the more favorable rates. Depending upon
market conditions, the yield that the Fixed Income and U.S. Government Funds
receive from the reinvestment of such prepayments, or any scheduled principal
payments, may be lower than the yield on the original mortgage security. As a
consequence, mortgage securities may be a less effective means of "locking in"
interest rates than other types of debt securities having the same stated
maturity and may also have less potential for capital appreciation. For certain
types of asset pools, such as CMOs, prepayments may be allocated to one tranche
of securities ahead of other tranches, in order to reduce the risk of
prepayment for the other tranches.

Prepayments may result in a capital loss to the Fixed Income and U.S.
Government Funds to the extent that the prepaid mortgage securities were
purchased at a market premium over their stated amount. Conversely, the
prepayment of mortgage securities purchased at a market discount from their
stated principal amount will accelerate the recognition of interest income by
the Fixed Income and U.S. Government Funds which would be taxed as ordinary
income when distributed to the shareholders.

The credit characteristics of asset-backed securities also differ in a number
of respects from those of traditional debt securities. The credit quality of
most asset-backed securities depends primarily upon the credit quality of the
assets underlying such securities, how well the entity issuing the securities
is insulated from the credit risk of the originator or any other affiliated
entities, and the amount and quality of any credit enhancement to such
securities.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

Each Fund may invest in the securities of other investment companies that have
investment objectives and policies similar to its own. This is a short-term
measure to invest cash which has not yet been invested in other portfolio
instruments and is subject to the following limitations: (1) no Fund will own
more than 3% of the total outstanding voting stock of any one investment
company, (2) no Fund may invest more than 5% of its total assets in any one
investment company and (3) no Fund may invest more than 10% of its total assets
in investment companies in general. The Adviser will waive its investment
advisory fee on assets invested in securities of other open-end investment
companies.

The following investment limitations cannot be changed without shareholder
approval.

BORROWING MONEY

The Funds will not borrow money directly or through reverse repurchase
agreements or pledge securities, except under certain circumstances, a Fund may
borrow up to one-third of the value of its total assets and pledge up to 15%
(in the case of the Fixed Income and Managed Bond Funds), or one-third (in the
case of U.S. Government Fund) of the value of those assets to secure such
borrowings.

RESTRICTED AND ILLIQUID SECURITIES

The Funds may invest up to 10% of their net assets in securities which are
subject to restrictions on resale under federal securities law. In the case of
the Fixed Income and U.S. Government Funds, this restriction is not applicable
to commercial paper issued under Section 4(2) of the Securities Act of 1933.

The Fixed Income and Managed Bond Funds may invest up to 10% of their net
assets in illiquid securities. The U.S. Government Fund may invest up to 15% of
its net assets in illiquid securities. With respect to the Fixed Income,
Managed Bond and U.S. Government Funds, illiquid securities include 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.

DIVERSIFICATION

With respect to 75% of the value of its total assets, no Fund may invest more
than 5% of its total assets in securities of one issuer (except cash or cash
items, repurchase agreements collateralized by U.S. government securities and
U.S. government securities) or own more than 10% of the outstanding voting
securities of one issuer.

SELLING SHORT

The Fixed Income and Managed Bond Funds will not make short sales of
securities, except in certain limited circumstances.

Certain of the Funds have adopted the following investment limitations, which
may be changed by the Trustees without shareholder approval.

NEW ISSUERS

The Managed Bond Fund will not invest more than 5% of the value of its total
assets in securities of issuers (or guarantors, where applicable) which have
records of less than three years of continuous operations, including the
operation of any predecessor.

WARRANTS

The Fixed Income and Managed Bond Funds may not invest more than 5% of their
net assets in warrants. No more than 2% of this 5% may be in warrants which are
not listed on the New York or American Stock Exchanges.

SHAREHOLDER
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- ------------------------ ------------------------
GUIDE

SHARE PRICE CALCULATION

In the case of no-load Funds, the net asset value, the market price and the
offering price of Shares are all the same.

Purchases, redemptions, and exchanges are made at net asset value. The net
asset value is determined at 4:00 p.m. (Eastern time), Monday through Friday,
except on: (i) days on which there are not sufficient changes in the value of
a 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. The net asset value is computed by adding cash and
other assets to the closing market value of all securities owned, subtracting
liabilities and dividing the result by the number of outstanding Shares. The
net asset value will vary each day depending on purchases and redemptions.
Expenses and fees, including the management fee, are accrued daily and taken
into account for the purpose of determining net asset value.

The net asset value of Y Shares of a Fund may differ slightly from that of
Class A Shares, Class B Shares and Class C Shares of the same Fund due to the
variability in daily net income resulting from different distribution charges
and shareholder services fees (in the case of Class B Shares and Class C
Shares) for each class of Shares. The net asset value for each Fund will
fluctuate for all four classes.

PERFORMANCE INFORMATION

A Fund's performance may be quoted in terms of total return and yield.
Performance information is historical and is not intended to indicate future
results.

From time to time, the Funds may make available certain information about the
performance of Y Shares. It is generally reported using total return and
yield.

Total return takes into account both income (dividends) and changes in the
Fund's Share price (appreciation or depreciation). It is based on the overall
dollar or percentage change in value of an investment assuming reinvestment of
all dividends and capital gains during a specified period. Total return is
measured by comparing the value of an investment at the beginning of a
specified period to the redemption value at the end of the same period,
assuming reinvestment of dividends or capital gains distributions.

Yield shows how much income an investment generates. It refers to the Fund's
income over a 30-day period expressed as a percentage of the Fund's Share
price. The yield of Y Shares is calculated by dividing the sum of all interest
and dividend income (less Fund expenses) over a 30-day period by the offering
price per Share on the last day of the period. The number is then annualized
using semi-annual compounding.

The yield does not necessarily reflect income actually earned by Y Shares of
the Funds and, therefore, may not correlate to the dividends or other
distributions paid to shareholders.

sales load applicable to Class A Shares also contributes to a lower total
return for Class A Shares. In addition, Class B Shares and Class C Shares are
subject to similar non-recurring charges, such as the contingent deferred sales
charge ("CDSC"), which, if excluded, would increase the total return for Class
B Shares and Class C Shares, respectively.

From time to time, a Fund may advertise its performance using certain rankings
published in financial publications and/or compare its performance to certain
indices.

HOW TO
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- ------------------------- -------------------------
BUY SHARES

Shares may be purchased at a price equal to their net asset value per Share
next determined after receipt of an order.

MINIMUM INVESTMENT

You may invest as often as you want in the Funds. There are no sales charges
imposed on Y Shares of the Funds. However, there is a $1,000 minimum initial
investment requirement which may be waived incertain situations. For further
information, please contact the Capital Management Group of First Union at1-
800-326-2584. Subsequent investments may be in any amounts.

BY TELEPHONE

You may purchase Y Shares by telephone from the Capital Management Group of
First Union at 1-800-326-2584. (Texas residents should directly contact the
Mutual Funds Group of First Union Brokerage Services, Inc. at 1-800-326-3241.)
Shares are sold on days on which the New York Stock Exchange and the Federal
Reserve Wire System are open for business.

METHOD OF PAYMENT

Payment may be made by check or federal funds or by debiting your account at
First Union. Purchase orders must be received by 4:00 p.m. (Eastern time).
Payment is required on the next business day.

SHAREHOLDER ACCOUNTS

MINIMUM BALANCE

HOW TO CONVERT
YOUR INVESTMENT
FROM ONE
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- ------------------------- -------------------------
FIRST UNION
FUND TO ANOTHER
FIRST UNION FUND

As a shareholder, you have the privilege of exchanging your Shares for shares
of another First Union Fund.

As long as the First Union Fund in which you are invested will not be adversely
affected, you may switch among the First Union Funds within the Trust. Before
the exchange, you must call First Union at 1-800-326-2584 to receive a
prospectus for the First Union Fund into which you want to exchange. Read the
prospectus carefully. Each exchange represents the sale of shares of one First
Union Fund and the purchase of shares in another First Union Fund, which may
produce a gain or loss for tax purposes.

You may exchange Y Shares of one First Union Fund for Y Shares of any other
First Union Fund by calling toll free 1-800-326-2584 or by writing to First
Union. Telephone exchange instructions may be recorded. Shares purchased by
check are eligible for exchange after the check clears, which could take up to
seven days after receipt of the check. Exchanges are subject to the $1,000
minimum initial purchase requirement for each First Union Fund.

An exchange order must comply with the requirements for a redemption and
purchase order and must specify the dollar value or number of shares to be
exchanged. Once the order is received, the Shares already owned will be
redeemed at current net asset value and shares of the other First Union Fund
will be purchased at their net asset value determined after the exchange
request is received. Orders for exchanges received by a First Union Fund prior
to 4:00 p.m. (Eastern time) on any day the First Union Funds are open for
business will be executed as of the close of business that day. Orders for
exchanges received after 4:00 p.m. (Eastern time) on any business day will be
executed at the close of the next business day.

When exchanging into and out of load and no-load shares of First Union Funds,
shareholders who have already paid a sales charge once at the time of purchase,
including shares obtained through the reinvestment of dividends, will not have
to pay an additional sales charge on an exchange.

If reasonable procedures are not followed by a Fund, it may be liable for
losses due to unauthorized or fraudulent telephone instructions.

EXCHANGE RESTRICTIONS

Although the Trust has no intention of terminating or modifying the exchange
privilege, it reserves the right to do so at any time. Excessive trading can
impact the interests of shareholders. Therefore, the Trust reserves the right
to terminate the exchange privilege of any shareholder who makes more than five
exchanges of shares of the First Union Funds in a year or three exchanges in a
calendar quarter.

The exchange privilege is only available in states where shares of the First
Union Fund being acquired may legally be sold. Before the exchange, a
shareholder must receive a prospectus of the First Union Fund for which the
exchange is being made.

HOW TO
- ------------------------- -------------------------
- ------------------------- -------------------------
REDEEM SHARES

Shares are redeemed at their net asset value next determined after a proper
redemption request has been received, less any fees.

You may redeem Shares in person or by telephoning First Union at 1-800-326-2584
or by written request to First Union. There is no redemption fee charged.
Telephone redemption instructions may be recorded.

The Funds redeem Shares at their net asset value next determined after a Fund
receives the redemption request. Redemptions will be made on days on which a
Fund computes the net asset value of 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. Proceeds will be wired to the
shareholder's account at First Union or a check will be sent to the address of
record normally within five (but in no case longer than seven) days after a
proper request for redemption has been received.

If reasonable procedures are not followed by a Fund, it may be liable for
losses due to unauthorized or fraudulent telephone instructions.

MANAGEMENT
OF FIRST
- ------------------------- -------------------------
- ------------------------- -------------------------
UNION FUNDS

Responsibility for the overall management of First Union Funds rests with its
Trustees and officers. Other service providers include the Funds' Distributor,
Investment Adviser, Custodian, Transfer Agent, Legal Counsel, and Independent
Auditors.

INVESTMENT ADVISER

Professional investment supervision for the Funds is provided by the investment
adviser, the Capital Management Group of First Union.

First Union is a subsidiary of First Union Corporation, a bank holding company
headquartered in Charlotte, North Carolina, with $77.3 billion in total
consolidated assets as of December 31, 1994. Through offices in 42 states and
two foreign countries, First Union Corporation and its subsidiaries provide a
broad range of financial services to individuals and businesses.

First Union's Capital Management Group employs an experienced staff of
professional investment analysts, portfolio managers, and traders, and uses
several proprietary computer-based systems in conjunction with fundamental
analysis to identify investment opportunities. The Capital Management Group has
been managing trust assets for over 50 years and currently oversees assets of
more than $51.2 billion. In addition, the Capital Management Group has advised
the Trust since its inception in 1984.

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

eleven years marketing short and medium-term obligations to institutional
investors, plus three years as head trader for First Boston Corporation. Mr.
Ellis has managed the Fixed Income Fund since its inception in July 1988.

Glen T. Insley is a Senior Vice President and Director of Fixed Income
Portfolio Management for First Union National Bank of North Carolina, N.A. Mr.
Insley served as Director of Fixed Income Management at One Federal Asset
Management, a subsidiary of Shawmut Bank, for six years prior to joining First
Union. Mr. Insley has served as the portfolio manager for the Managed Bond Fund
since May 1993.

Rollin C. Williams is a Vice President of First Union National Bank of North
Carolina, N.A. and has over 24 years of investment management experience. Mr.
Williams was the Head of Fixed Income Investments at Dominion Trust Company
from 1988 until its acquisition by First Union Corporation. Mr. Williams has
served as the portfolio manager for the U.S. Government Fund since its
inception in December 1992.

FUND ADMINISTRATION

Federated Securities Corp., Pittsburgh, Pennsylvania, a subsidiary of Federated
Investors, is the principal distributor for the Funds. It is a Pennsylvania
corporation organized on November 14, 1969, and is the principal distributor
for a number of investment companies.

Federated Administrative Services ("FAS"), Pittsburgh, Pennsylvania, a
subsidiary of Federated Investors, provides the Funds with administrative
personnel and services necessary to operate the Funds, such as legal and
accounting services, for a specified fee which is detailed below.

State Street Bank and Trust Company, Boston, Massachusetts, serves as custodian
for the securities and cash of the Funds.

Federated Services Company, Pittsburgh, Pennsylvania, a subsidiary of Federated
Investors, serves as transfer agent and provides dividend disbursement and
other shareholder services for the Funds.

Legal counsel to those Trustees who are not "interested persons" of the Trust,
as defined in the Investment Company Act of 1940, is provided by Sullivan &
Worcester, Washington, D.C.

The independent auditors for the Trust are KPMG Peat Marwick LLP, Pittsburgh,
Pennsylvania.

FEES AND EXPENSES
- ------------------------- -------------------------
- ------------------------- -------------------------

Each Fund pays annual advisory and administrative fees and certain expenses.

ADVISORY AND ADMINISTRATIVE FEES

daily net assets. The Adviser may voluntarily choose to waive a portion of its
fee or reimburse the Funds for certain operating expenses.

The Trust also pays a fee for administrative services. FAS provides these at an
annual rate as specified below:

Maximum Average Aggregate Daily
Administrative Fee Net Assets of the Trust
------------------ -----------------------
.150 of 1% on the first $250 million
.125 of 1% on the next $250 million
.100 of 1% on the next $250 million
.075 of 1% on assets in excess of $750 million

Unless waived, the administrative fee received during any fiscal year shall
aggregate at least $50,000 per First Union Fund.

EXPENSES OF THE FUNDS AND Y SHARES

Holders of Shares pay their allocable portion of Trust and respective Fund
expenses. The Trust expenses for which holders of Shares pay their allocable
portion include, but are not limited to: the cost of organizing the Trust and
continuing its existence; the cost of registering the Trust; Trustees' fees;
auditors' fees; the cost of meetings of Trustees; legal fees of the Trust;
association membership dues and such non-recurring and extraordinary items as
may arise.

Fund expenses for which holders of Shares pay their allocable portion based on
average daily net assets include, but are not limited to: registering a Fund
and Shares of that Fund; investment advisory services; taxes and commissions;
custodian fees; insurance premiums; auditors' fees; and such non-recurring and
extraordinary items as may arise.

The Funds' expenses under the Rule 12b-1 Plans are incurred solely by the Class
A Shares, Class B Shares and Class C Shares. In addition, the Funds' expenses
under a shareholder services plan are incurred solely by the Class B Shares and
Class C Shares. The Trustees reserve the right to allocate certain expenses to
holders of Shares as they deem appropriate ("Class Expenses"). In any case,
Class Expenses would be limited to: Rule 12b-1 fees; shareholder services fees;
transfer agent fees; printing and postage expenses; registration fees; and
administrative, legal, and Trustees' fees. Presently, all Fund expenses, other
than Rule 12b-1 fees and shareholder services fees, are allocated based upon
the average daily net assets of each class of a Fund.

SHAREHOLDER
RIGHTS AND
- ------------------------- -------------------------
- ------------------------- -------------------------
PRIVILEGES

VOTING RIGHTS

Each Share of a Fund is entitled to one vote in Trustee elections and other
voting matters submitted to shareholders. All shares of all classes of each
First Union Fund in the Trust have equal voting rights, except that in matters
affecting only a particular First Union Fund or class, only shares of that
First Union Fund or class are entitled to vote. As of February 6, 1995, First
Union National Bank, Charlotte, North Carolina, acting in various capacities,
for numerous accounts, was the owner of record of 32,878,796 shares (92.54%),
8,511,525 shares (91.53%), and 1,373,452 shares (81.21%), respectively, of
Fixed Income Fund--Y Shares, Managed Bond Fund--Y Shares, and U.S. Government
Fund--Y Shares; and First Union Brokerage Services ("FUBS"), for the exclusive
benefit of Merle Adair Connell Trust, Winter Garden, Florida, for the exclusive
benefit of Helen G. Bender, Wildwood, Florida, and acting in various capacities
for numerous accounts was the owner of record of 10,834 shares (36.90%) and
11,037 shares (37.59%), respectively, of the U.S. Government Fund--Class C
Investment Shares, and therefore, may, for certain purposes, be deemed to
control such Funds and be able to affect the outcome of certain matters
presented for a vote of shareholders.

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

Trustees may be removed by a two-thirds vote of the number of Trustees prior to
such removal or by a two-thirds vote of the shareholders at a special meeting.
A special meeting of shareholders shall be called by the Trustees upon the
written request of shareholders owning at least 10% of the Trust's outstanding
shares of all series entitled to vote.

MASSACHUSETTS PARTNERSHIP LAW

Under certain circumstances, shareholders may be held personally liable under
Massachusetts law for acts or obligations of the Trust. To protect
shareholders, the Trust has filed legal documents with Massachusetts that
expressly disclaim the liability of shareholders for such 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 the
property of the Trust 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 cannot meet its
obligations to indemnify shareholders and pay judgments against them from its
assets.

EFFECT OF BANKING LAWS

Further, they prohibit banks from issuing, underwriting, 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 customer. The Adviser, First
Union, is subject to and in compliance with such banking laws and regulations.

Sullivan & Cromwell has advised First Union that First Union may perform the
services for the Funds set forth in the investment advisory agreement, this
prospectus and the Statements of Additional Information without violation of
the Glass-Steagall Act or other applicable federal banking laws or regulations.
Such counsel has pointed out, however, that changes in federal statutes and
regulations relating to the permissible activities of banks, as well as further
judicial or administrative decisions or interpretations of such statutes and
regulations, could prevent First Union from continuing to perform such services
for the Funds or from continuing to purchase Shares for the accounts of its
customers. If First Union were prohibited from acting as investment adviser to
the Funds, it is expected that the Trustees would recommend to the Funds'
shareholders that they approve a new investment adviser selected by the
Trustees. It is not expected that the Funds' shareholders would suffer any
adverse financial consequences (if another adviser with equivalent abilities to
First Union is found) as a result of any of these occurrences.

State securities laws governing the ability of depository institutions to act
as underwriters or distributors of securities may differ from interpretations
given to the Glass-Steagall Act and, therefore, banks and other financial
institutions may be required to register as dealers pursuant to state law.

DISTRIBUTIONS
- ------------------------- -------------------------
- ------------------------- -------------------------
AND TAXES

Each Fund pays out as dividends substantially all of its net investment income
(dividends and interest on its investments) and net realized short-term gains.

DIVIDENDS

Dividends are declared and paid monthly for the Fixed Income and Managed Bond
Funds, and dividends are declared daily and paid monthly for the U.S.
Government Fund. Dividends are declared just prior to determining net asset
value. Any distributions will be automatically reinvested in additional Shares
on payment dates at the ex-dividend date net asset value without a sales charge
unless a shareholder otherwise instructs the Fund or First Union in writing.

CAPITAL GAINS

Any net long-term capital gains realized by the Funds will be distributed at
least once every 12 months.

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

Income dividends and capital gains distributions are taxable as described
below.

FEDERAL INCOME TAX

The Funds pay no federal income tax if they meet the requirements of the
Internal Revenue Code, as amended, applicable to regulated investment companies
and will receive the special tax treatment afforded to such companies.

All shareholders, unless otherwise exempt, are required to pay federal income
tax on any dividends and other distributions, whether in shares or cash, for
all the Funds. Detailed information concerning the status of dividend and
capital gains distributions for federal income tax purposes is mailed to
shareholders annually.

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

OTHER CLASSES
- ------------------------- -------------------------
- ------------------------- -------------------------
OF SHARES

First Union Fixed Income Funds, except for First Union Managed Bond Portfolio,
offer four classes of shares: Y Shares for institutional investors, and Class A
Shares, Class B Shares and Class C Shares for individuals and other customers
of First Union.

Class A Shares, Class B Shares and Class C Shares are sold to customers of
First Union and others at net asset value plus a sales charge which, at the
election of the purchaser, may be imposed either (i) at the time of purchase
(the Class A Shares), or (ii) on a contingent deferred basis (the Class B
Shares and Class C Shares). Shareholders of record in any First Union Fund at
October 12, 1990, and the members of their immediate families, will be exempt
from sales charges on any future purchases in any of the First Union Funds.
Employees of First Union, Federated Securities Corp. and their affiliates, and
certain trust accounts for which First Union or its affiliates act in an
administrative, fiduciary, or custodial capacity, board members of First Union
and the above-mentioned entities and the members of the immediate families of
any of these persons, will also be exempt from sales charges. In addition, no
front-end sales charges are imposed on Class A Shares purchased by
institutional investors, which may include bank trust departments and
registered investment advisers, and through qualified and non-qualified
employee benefit and savings plans which make Shares of the First Union Funds
available to their participants, and which: (a) are employee benefit plans
having at least $1,000,000 in investable assets, or 250 or more eligible
participants; or (b) are non-qualified benefit or profit sharing plans which
are sponsored by an organization which also makes the First Union Funds
available through a qualified plan meeting the criteria specified under (a).
Payments may be made to broker/dealers or other financial intermediaries whose
employee benefit plan clients purchase Shares under the foregoing front-end
sales charge exemption in an amount up to 0.50 of 1% of the net asset value of
the Class A Shares purchased. These payments are subject to reclaim in the
event the Class A Shares are redeemed within

12 months after purchase. Class A Shares, Class B Shares and Class C Shares are
distributed pursuant to Rule 12b-1 Plans adopted by the Trust, whereby the
distributor is paid a fee of 0.25 of 1% for Class A Shares and 0.75 of 1% for
Class B Shares and Class C Shares of each Fund's average daily net asset value.
In addition, Class B Shares and Class C Shares pay a shareholder services fee
of 0.25 of 1% of the respective class's average daily net assets.

The stated advisory fee is the same for all classes of the Funds. Financial
institutions and brokers providing sales and/or administrative services may
receive different compensation with respect to one class of shares than with
respect to another class of shares of the same Fund.

The amount of dividends payable to Class A Shares, Class B Shares, and Class C
Shares will be less than those payable to Y Shares by the difference between
Class Expenses and distribution and shareholder services expenses borne by the
shares of each respective class.

SHAREHOLDER
- ------------------------- -------------------------
- ------------------------- -------------------------
REPORTS

Shareholders receive, in addition to their account statements, periodic reports
highlighting relevant financial information for the Trust and the Funds,
including investment results and changes in portfolio holdings. In order to
reduce the volume of mail that shareholders receive, and to reduce the Funds'
printing and postage expenses, only one copy of most Fund reports and annual
prospectus updates are mailed to each shareholder household (i.e., an address
to which more than one shareholder of record has indicated that mail should be
delivered). In the event that a shareholder wishes to receive additional
reports or prospectuses, the shareholder should either contact the Capital
Management Group of First Union at 1-800-326-2584, or write the Trust.

ADDRESSES
- ------------------------- -------------------------
- ------------------------- -------------------------

- --------------------------------------------------------------------------------

First Union Funds Federated Investors Tower
Pittsburgh, Pennsylvania
15222-3779

- --------------------------------------------------------------------------------

Distributor
Federated Securities Corp. Federated Investors Tower
Pittsburgh, Pennsylvania
15222-3779
- --------------------------------------------------------------------------------

Investment Adviser
First Union National Bank of North Carolina
One First Union Center
301 S. College Street
Charlotte, North Carolina
28288
- --------------------------------------------------------------------------------

Custodian
State Street Bank and Trust Company P.O. Box 8609
Boston, Massachusetts
02266-8609
- --------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
Federated Services Company Federated Investors Tower
Pittsburgh, Pennsylvania
15222-3779
- --------------------------------------------------------------------------------

Legal Counsel to the Independent Trustees
Sullivan & Worcester 1025 Connecticut Ave., N.W.
Washington, D.C. 20036
- --------------------------------------------------------------------------------

Independent Auditors
KPMG Peat Marwick LLP One Mellon Bank Center
Pittsburgh, Pennsylvania
15219
- --------------------------------------------------------------------------------

[This Page Intentionally Left Blank]

Federated Securities Corp., Distributor

535671 (10/pkg.)
G00850-06 (2/95)

PROSPECTUS

FIRST UNION INCOME FUNDS

CLASS A, B AND C
INVESTMENT SHARES

FEBRUARY 28, 1995

FIRST UNION
INCOME
FUNDS

Portfolios of First Union Funds
- ------------------------ ------------------------
- ------------------------ ------------------------

CLASS A INVESTMENT SHARES CLASS B INVESTMENT SHARES CLASS C INVESTMENT SHARES
- --------------------------------------------------------------------------------
P R O S P E C T U S

February 28, 1995
First Union Funds (the "Trust") is a mutual fund with 17 portfolios, offering a
variety of investment opportunities. The Trust currently includes three
diversified Income Funds, three diversified Growth and Income Funds two
diversified Growth Funds, three diversified Money Market Funds, and one
diversified and five non-diversified Tax-Free Funds. They are:
Income Funds
.First Union Fixed Income Portfolio;
. First Union Managed Bond Portfolio; and
. First Union U.S. Government Portfolio.
Growth and Income Funds
.First Union Balanced Portfolio;
.First Union Utility Portfolio; and
.First Union Value Portfolio.
Growth Funds
. First Union Emerging Markets Growth Portfolio; and
. First Union International Equity Portfolio.
Money Market Funds
.First Union Money Market Portfolio;
. First Union Tax Free Money Market Portfolio; and
.First Union Treasury Money Market Portfolio.
Tax-Free Funds
. First Union Florida Municipal Bond Portfolio;
. First Union Georgia Municipal Bond Portfolio;
. First Union North Carolina Municipal Bond Portfolio;
. First Union South Carolina Municipal Bond Portfolio;
. First Union Virginia Municipal Bond Portfolio; and
. First Union High Grade Tax Free Portfolio (formerly, First Union Insured Tax
Free Portfolio).

This prospectus provides you with information specific to the Class A
Investment Shares ("Class A Shares"), Class B Investment Shares ("Class B
Shares") and Class C Investment Shares ("Class C Shares") (collectively
referred to as "Investment Shares") of First Union Income Funds. It concisely
describes the information which you should know before investing in Class A
Shares, Class B Shares or Class C Shares of any of the First Union Income
Funds. Please read this prospectus carefully and keep it for future reference.

The Trust is sponsored and distributed by third parties independent of First
Union National Bank of North Carolina ("First Union").

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

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

Summary 2 How to Redeem Shares 24
- -------------------------------------- --------------------------------------

Summary of Fund Expenses 4 Additional Shareholder Services 25
- -------------------------------------- --------------------------------------

Financial Highlights 7 Management of First Union Funds 25
- -------------------------------------- --------------------------------------

Investment Objectives and Policies 12 Fees and Expenses 27
- -------------------------------------- --------------------------------------

First Union Fixed Income Portfolio 12 Shareholder Rights and Privileges 28
- -------------------------------------- --------------------------------------

First Union U.S. Government Distributions and Taxes 29
Portfolio 13 --------------------------------------
- --------------------------------------

Tax Information 29
Other Investment Policies 14 --------------------------------------
- --------------------------------------

Other Classes of Shares 30
Shareholder Guide 19 --------------------------------------
- --------------------------------------

Shareholder Reports 30
How to Buy Shares 21 --------------------------------------
- --------------------------------------

Addresses 31
How to Convert Your Investment from --------------------------------------
One First Union Fund to Another
First Union Fund 23
- --------------------------------------

SUMMARY
- ------------------------- -------------------------
- ------------------------- -------------------------

DESCRIPTION OF THE TRUST

First Union Funds is an open-end, management investment company, established as
a Massachusetts business trust under a Declaration of Trust dated August 30,
1984. The Trust currently consists of 17 portfolios, each representing a
different First Union Fund. Each Income Fund, except First Union Managed Bond
Portfolio, is divided into four classes of shares: Class A Shares, Class B
Shares, Class C Shares and Y Shares. Class A Shares, Class B Shares and Class C
Shares are sold to individuals and other customers of First Union (the
"Adviser") and are sold at net asset value plus a sales charge which, at the
election of the purchaser, may be imposed either (i) at the time of purchase
(the Class A Shares), or (ii) on a contingent deferred basis (the Class B and
Class C Shares). Y Shares are designed primarily for institutional investors
(banks, corporations, and fiduciaries). First Union Managed Bond Portfolio
presently offers only Y Shares. This prospectus relates to all three classes of
Investment Shares ("Shares") of First Union Fixed Income Portfolio and First
Union U.S. Government Portfolio (collectively, the "Funds").

THE FUNDS AND OBJECTIVES

As of the date of this prospectus, Class A Shares, Class B Shares, and Class C
Shares are offered in the following two Funds:

. First Union U.S. Government Portfolio ("U.S. Government Fund")--seeks a high
level of current income consistent with stability of principal.

INVESTMENT MANAGEMENT

PURCHASING AND REDEEMING SHARES

For information on purchasing Class A, Class B and Class C Shares of either of
the Funds, please refer to the Shareholder Guide section entitled "How to Buy
Shares." Redemption information may be found under "How to Redeem Shares."

RISK FACTORS

Investors should be aware of the following general observations. The market
value of fixed income securities, which constitute a major part of the
investments of the Funds described in this prospectus, may vary inversely in
response to changes in prevailing interest rates. The foreign securities in
which the Fixed Income Fund may invest may be subject to certain risks in
addition to those inherent in U.S. investments. One or both Funds may make
certain investments and employ certain investment techniques that involve other
risks, including entering into repurchase agreements, lending portfolio
securities and entering into futures contracts and related options as hedges.
These risks and those associated with investing in mortgage-backed securities,
when-issued securities, options and variable rate securities are described
under "Investment Objectives and Policies" for each Fund and "Other Investment
Policies."

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

FIRST UNION INCOME FUNDS CLASS A SHARES

Fixed U.S.
Income Government
Fund Fund
------ ----------
Class A Shares
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases (as a percentage of
offering price)............................................. 4.75% 4.75%
Maximum Sales Load Imposed on Reinvested Dividends (as a per-
centage of offering price).................................. None None
Contingent Deferred Sales Charge (as a percentage of original
purchase price or redemption proceeds,
as applicable).............................................. None None
Redemption Fees (as a percentage of amount redeemed, if ap-
plicable)................................................... None None
Exchange Fee................................................. None None
Annual Class A Shares Operating Expenses
(As a percentage of average net assets)
Management Fee............................................... 0.50% 0.50%
12b-1 Fees (1)............................................... 0.10% 0.25%
Total Other Expenses......................................... 0.15% 0.27%
Total Class A Shares Operating Expenses (2)................ 0.75% 1.02%

(1) The Class A Shares can pay up to 0.75 of 1% of Class A Shares' average
daily net assets as a 12b-1 fee. For the foreseeable future, Fixed Income Fund
plans to limit the Class A Shares' 12b-1 payments to 0.10 of 1% of Class A
Shares' average daily net assets. U.S. Government Fund plans to limit the
Class A Shares' 12b-1 payments to 0.25 of 1% of Class A Shares' average daily
net assets.

(2) U.S. Government Fund's Class A Shares Annual Operating Expenses were 0.96%
for the year ended December 31, 1994. Total Class A Shares Operating Expenses
for U.S. Government Fund, absent the voluntary waiver of the management fee by
the Adviser, were 1.00% for the year ended December 31, 1994. The Annual Class
A Shares Operating Expenses for U.S. Government Fund in the table above are
based on expenses expected during the fiscal year ending December 31, 1995.

The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of the Funds will bear, either
directly or indirectly. For more complete descriptions of the various costs
and expenses, see "Fees and Expenses." Wire-transferred redemptions of less
than $5,000 may be subject to additional fees.

EXAMPLE 1 year 3 years 5 years 10 years
- ------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a
$1,000 investment, assuming
(1) a 5% annual return and (2) redemption at
the end of each time period;
and (3) payment of maximum sales load.
The Funds charge no redemption fees for Class
A Shares.
Fixed Income Fund........................... $55 $70 $ 87 $136
U.S. Government Fund........................ $57 $78 $101 $166
</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.

The information set forth in the foregoing table and example relates only to
Class A Shares of the Funds. The Funds also offer three additional classes of
shares called Y Shares, Class B Shares and Class C Shares. In general, all
expenses are allocated based upon the daily net assets of each class. Y Shares
bear no sales load or 12b-1 fee. Class B Shares are subject to a 12b-1 fee of
0.75 of 1%, a shareholder service fee of 0.25 of 1% and bear a maximum
contingent deferred sales charge of 5.00%. Class C Shares are subject to a
12b-1 fee of 0.75 of 1%, a shareholder service fee of 0.25 of 1% and bear a
maximum contingent deferred sales charge of 1.00%. Y Shares, Class B Shares
and Class C Shares bear no front-end sales load. See "Other Classes of
Shares."
<TABLE>
<CAPTION>

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

FIRST UNION INCOME FUNDS CLASS B SHARES
<S> <C> <C>
Fixed U.S.
Income Government
Fund Fund
----------------------------- -----------------------------
Class B Shares
Shareholder Transaction Expenses
Maximum Sales Load Im-
posed on Purchases
(as a percentage of of-
fering price).......... None None
Maximum Sales Load Im-
posed on Reinvested
Dividends
(as a percentage of of-
fering price).......... None None
Contingent Deferred
Sales Charge (as a per- 5% during the first year, 5% during the first year,
centage of original 4% during the second year, 4% during the second year,
purchase price or re- 3% during the third year, 3% during the third year,
demption proceeds, as 3% during the fourth year, 3% during the fourth year,
applicable) (1)........ 2% during the fifth year, 2% during the fifth year,
1% during the sixth year, 1% during the sixth year,
1% during the seventh year, 1% during the seventh year,
and 0% after the seventh year and 0% after the seventh year
Redemption Fees (as a
percentage of amount
redeemed,
if applicable)......... None None
Exchange Fee............ None None

Annual Class B Shares Operating Expenses
(As a percentage of average net assets)
Management Fee.......... 0.50% 0.50%
12b-1 Fees.............. 0.75% 0.75%
Total Other Expenses.... 0.40% 0.52%
Shareholder Service
Fee (2)............. 0.25% 0.25%
Total Class B Shares
Operating Expenses
(3)................. 1.65% 1.77%
</TABLE>
(1) No contingent deferred sales charge is imposed on (a) Shares purchased
more than seven years prior to redemption, (b) Shares acquired through the
reinvestment of dividends and distributions, and (c) the portion of redemption
proceeds attributable to increases in the value of an account above the net
cost of the investment due to increases in the net asset value per share.

(2) The Funds began accruing Shareholder Service Fees in September, 1994 at
the maximum rate of 0.25%. Shareholder Service Fees for Fixed Income Fund and
U.S. Government Fund amounted to 0.10% and 0.08%, respectively, for the fiscal
year ended December 31, 1994.

(3) U.S. Government Fund's Total Class B Shares Annual Operating Expenses were
1.54% for the year ended December 31, 1994. Total Class B Shares Operating
Expenses for U.S. Government Fund, absent the voluntary waiver of the
management fee by the Adviser, were 1.58% for the year ended December 31,
1994. The Annual Class B Shares Operating Expenses for U.S. Government Fund in
the table above are based on expenses expected during the fiscal year ending
December 31, 1995.

The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of the Funds will bear, either
directly or indirectly. For more complete descriptions of the various costs
and expenses, see "Fees and Expenses." Wire-transferred redemptions of less
than $5,000 may be subject to additional fees.

Because of the asset-based sales charge, long-term shareholders may pay more
than the economic equivalent of the maximum front-end sales loads permitted
under the rules of the National Association of Securities Dealers, Inc.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
EXAMPLE 1 year 3 years 5 years 10 years
- ------- ------ ------- ------- --------
You would pay the following expenses on a $1,000 investment, assuming
(1) a 5% annual return and (2) redemption at the end of each time period:
Fixed Income Fund.................................................................. $68 $85 $113 $195
U.S. Government Fund............................................................... $70 $89 $119 $208
You would pay the following expenses on the same investment, assuming no redemptions:
Fixed Income Fund.................................................................. $17 $52 $ 90 $195
U.S. Government Fund............................................................... $18 $56 $ 96 $208
</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.

The information set forth in the foregoing table and example relates only to
Class B Shares of the Funds. The Funds also offer three additional classes of
shares, called Y Shares, Class A Shares and Class C Shares. In general, all
expenses are allocated based upon the daily net assets of each class. Y Shares
bear no sales load or 12b-1 fee. Class A Shares are subject to a 12b-1 fee of
0.25 of 1% and bear a maximum sales load of 4.75%. Class C Shares are subject
to a 12b-1 fee of 0.75 of 1%, a shareholder service fee of 0.25 of 1% and bear
a maximum contingent deferred sales charge of 1.00%. See "Other Classes of
Shares."

<TABLE>
<CAPTION>
SUMMARY OF
- ------------------------ ------------------------
- ------------------------ ------------------------
FUND EXPENSES

FIRST UNION INCOME FUNDS CLASS C SHARES
<S> <C> <C>
Fixed U.S.
Income Government
Fund Fund
--------------------------- ---------------------------
Class C Shares
Shareholder Transaction Expenses
Maximum Sales Load Im-
posed on Purchases
(as a percentage of of-
fering price).......... None None
Maximum Sales Load Im-
posed on Reinvested
Dividends
(as a percentage of of-
fering price).......... None None
Contingent Deferred
Sales Charge (as a per-
centage of
original purchase price
or redemption proceeds, 1% during the first year, 1% during the first year,
as applicable) (1)..... and 0% after the first year and 0% after the first year
Redemption Fee (as a
percentage of amount
redeemed,
if applicable)......... None None
Exchange Fee............ None None
<CAPTION>
Annual Class C Shares Projected
Operating Expenses*
(As a percentage of projected average net assets)
Management Fee.......... 0.50% 0.50%
12b-1 Fees.............. 0.75% 0.75%
Total Other Expenses.... 0.40% 0.52%
Shareholder Service
Fee.................... 0.25% 0.25%
Total Class C Shares
Operating Expenses (2). 1.65% 1.77%
</TABLE>
(1) No contingent deferred sales charge is imposed on (a) Shares purchased
more than one year prior to redemption, (b) Shares acquired through the
reinvestment of dividends and distributions, and (c) the portion of redemption
proceeds attributable to increases in the value of an account above the net
cost of the investment due to increases in the net asset value per share.

(2) U.S. Government Fund's Total Class C Shares Annual Operating Expenses were
1.71% for the period from September 2, 1994, (commencement of operations) to
December 31, 1994. Total Class C Operating Expense for U.S. Government Fund,
absent the voluntary waiver of the management fee by the Adviser, would have
been 1.75%. The Annual Class C Shares Operating Expenses for U.S. Government
Fund, in the table above, are based on expenses expected during the fiscal
year ending December 31, 1995.

* Expenses in this table are estimates based on average expenses expected to
be incurred during the fiscal year ending December 31, 1995. 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 an investor in understanding the
various costs and expenses that a shareholder of the Funds will bear, either
directly or indirectly. For more complete descriptions of the various costs
and expenses, see "Fees and Expenses." Wire-transferred redemptions of less
than $5,000 may be subject to additional fees.

Because of the asset-based sales charge, long-term shareholders may pay more
than the economic equivalent of the maximum front-end sales loads permitted
under the rules of the National Association of Securities Dealers, Inc.
<TABLE>
<CAPTION>
EXAMPLE 1 year 3 years
- ------- ------ -------
<S> <C> <C>
You would pay the following expenses on a $1,000 investment,
assuming
(1) a 5% annual return and (2) redemption at the end of each
time period.
Fixed Income Fund............................................ $27 $52
U.S. Government Fund......................................... $28 $56
You would pay the following expenses on the same investment,
assuming no redemptions:
Fixed Income Fund............................................ $17 $52
U.S. Government Fund......................................... $18 $56
</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.

The information set forth in the foregoing table and example relates only to
Class C Shares of the Funds. The Funds also offer three additional classes of
shares called Y Shares, Class A Shares and Class B Shares. In general, all
expenses are allocated based upon the daily net assets of each class. Y Shares
bear no sales load or 12b-1 fee. Class A Shares are subject to a 12b-1 fee of
0.25 of 1% and bear a maximum sales load of 4.75%. Class B Shares are subject
to a 12b-1 fee of 0.75 of 1%, a shareholder service fee of 0.25 of 1%, bear a
maximum contingent deferred sales charge of 5.00% and bear no front-end sales
load. See "Other Classes of Shares."

FINANCIAL
- ------------------------ ------------------------
- ------------------------ ------------------------
HIGHLIGHTS

First Union Fixed Income Portfolio

(For a share outstanding throughout each period)

Class A Investment Shares
----------------------------------------------- Year Ended
Year Ended December 31, March 31,
----------------------------------------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
1994 1993 1992 1991 1990* 1990 1989**
- ------------------------ ------- ------- ------- ------- ------- ------ -------
Net asset value, begin-
ning of period $10.42 $10.41 $10.54 $ 9.99 $ 9.72 $ 9.50 $ 9.70
- ------------------------
Income from investment
operations
- ------------------------
Net investment income 0.65 0.65 0.71 0.73 0.55 0.79 0.10
- ------------------------
Net realized and
unrealized gain (loss)
on (0.91) 0.19 (0.06) 0.60 0.24 0.20 (0.14)
investments ------ ----- ------ ----- ----- ----- ------
- ------------------------
Total from investment
operations (0.26) 0.84 0.65 1.33 0.79 0.99 (0.04)
- ------------------------
Less distributions
- ------------------------
Dividends to sharehold-
ers from net
investment income (0.64) (0.65) (0.67) (0.70) (0.52) (0.77) (0.16)
- ------------------------
Distributions to share-
holders from net
realized gain on in-
vestment transactions -- (0.18) (0.11) (0.07) -- -- --
- ------------------------
Distributions in excess
of net investment in-
come -- -- -- (0.01)(c) -- -- --
- ------------------------ ------ ------ ------ ------ ------ ------ ------
Total distributions (0.64) (0.83) (0.78) (0.78) (0.52) (0.77) (0.16)
- ------------------------ ------ ------ ------ ------ ------ ------ ------
Net asset value, end of
period $ 9.52 $10.42 $10.41 $10.54 $ 9.99 $ 9.72 $ 9.50
- ------------------------ ------ ------ ------ ------ ------ ------ ------
Total return+ (2.57%) 8.29% 6.39% 13.74% 8.31% 10.51% (0.31%)
- ------------------------
Ratios to Average Net
Assets
- ------------------------
Expenses 0.75% 0.93% 0.90% 0.80% 1.01%(b) 1.00% 1.78%(b)
- ------------------------
Net investment income 6.46% 6.15% 6.79% 7.30% 7.53%(b) 7.57% 6.10%(b)
- ------------------------
Expense
waiver/reimbursement
(a) -- -- -- 0.09% 0.81%(b) 0.50% --
- ------------------------
Supplemental Data
- ------------------------
Net assets, end of pe-
riod (000 omitted) $19,127 $22,865 $21,488 $17,680 $11,765 $6,496 $11,580
- ------------------------
Portfolio turnover rate 48% 73% 66% 53% 27% 32% 18%
- ------------------------

</TABLE>

* Nine months ended December 31, 1990.

** Reflects operations for the period from January 28, 1989 (commencement of
operations) to March 31, 1989.

+ Based on net asset value, which does not reflect the sales load or
contingent deferred sales charge, if applicable.

(a) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.

(b) Computed on an annualized basis.

(c) Distributions in excess of net investment income for the year ended
December 31, 1991 were a result of certain book and tax timing
differences. These distributions did not represent a return of capital for
federal income tax purposes for the year ended December 31, 1991.

Further information about the Fund's performance is contained in the Income
Funds' Annual Report, for the fiscal year ended December 31, 1994, which can
be obtained free of charge.

FINANCIAL
- ------------------------- -------------------------
- ------------------------- -------------------------
HIGHLIGHTS

First Union Fixed Income Portfolio
(For a share outstanding throughout each period)

** Reflects operations for the period from September 2, 1994, (commencement of
operations) to December 31, 1994.

+ Based on net asset value, which does not reflect the sales load or contingent
deferred sales charge, if applicable.

(a) Computed on an annualized basis.

Further information about the Fund's performance is contained in the Income
Funds' Annual Report, for the fiscal year ended December 31, 1994 which can be
obtained free of charge.

FINANCIAL
- ------------------------ ------------------------
- ------------------------ ------------------------
HIGHLIGHTS

First Union Fixed Income Portfolio

(For a share outstanding throughout each period)

<TABLE>
<CAPTION>
Y Shares
------------------------------------
Year Ended December 31,
------------------------------------
1994 1993 1992 1991*
- ------------------------------------ -------- -------- -------- --------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $10.43 $10.41 $10.54 $10.06
- ------------------------------------
Income from investment operations
- ------------------------------------
Net investment income 0.65 0.69 0.70 0.71
- ------------------------------------
Net realized and unrealized gain
(loss) on investments (0.91) 0.19 (0.02) 0.56
- ------------------------------------ ------ ------ ------ ------
Total from investment operations (0.26) 0.88 0.68 1.27
- ------------------------------------
Less distributions
- ------------------------------------
Dividends to shareholders from net
investment income (0.65) (0.68) (0.70) (0.71)
- ------------------------------------
Distributions to shareholders from
net realized gain on investment
transactions -- (0.18) (0.11) (0.07)
- ------------------------------------
Distributions in excess of net in-
vestment income -- -- -- (0.01)(c)
- ------------------------------------ ------ ------ ------ ------
Total distributions (0.65) (0.86) (0.81) (0.79)
- ------------------------------------ ------ ------ ------ ------
Net asset value, end of period $ 9.52 $10.43 $10.41 $10.54
- ------------------------------------ ------ ------ ------ ------
Total return+ (2.55%) 8.67% 6.64% 13.80%
- ------------------------------------
Ratios to Average Net Assets
- ------------------------------------
Expenses 0.65% 0.66% 0.69% 0.69%(b)
- ------------------------------------
Net investment income 6.56% 6.41% 6.67% 7.12%(b)
- ------------------------------------
Expense waiver/reimbursement (a) -- -- -- 0.07%(b)
- ------------------------------------
Supplemental Data
- ------------------------------------
Net assets, end of period (000
omitted) $345,025 $376,445 $324,068 $256,254
- ------------------------------------
Portfolio turnover rate 48% 73% 66% 55%
- ------------------------------------
</TABLE>
* Reflects operations for the period from January 4, 1991 (commencement of
operations) to December 31, 1991.
+ Based on net asset value, which does not reflect the sales load or
contingent deferred sales charge, if applicable.
(a) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.
(b) Computed on an annualized basis.
(c) Distributions in excess of net investment income for the year ended
December 31, 1991 were a result of certain book and tax timing
differences. These distributions did not represent a return of capital for
federal income tax purposes for the year ended December 31, 1991.
Further information about the Fund's performance is contained in the Income
Funds' Annual Report, for the fiscal year ended December 31, 1994, which can
be obtained free of charge.

FINANCIAL
- ------------------------- -------------------------
- ------------------------- -------------------------
HIGHLIGHTS

First Union U.S. Government Portfolio
(For a share outstanding throughout each period)
The following table has been audited by KPMG Peat Marwick LLP, the Fund's
independent auditors. Their report, dated February 13, 1995, on the Fund's
Financial Statements for the year ended December 31, 1994, and on the following
table for each of the periods presented, is included in the Income Funds'
Annual Report, which is incorporated herein by reference. This table should be
read in conjunction with the Fund's Financial Statements and notes thereto,
contained in the Income Funds' Annual Report, which may be obtained from the
Fund.

Class A Class B Class C
Investment Investment Investment
Shares Shares Shares Y Shares
------------------ -------------------- ------------ -----------------
Year Ended Year Ended Year Ended Year Ended
December 31, December 31, December 31, December 31,
------------------ -------------------- ------------ -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
1994 1993* 1994 1993* 1994** 1994 1993***
- ------------------------ ------- -------- ---------- --------- ------------ ------- -------
Net asset value, begin-
ning of period $10.05 $10.00 $10.05 $10.00 $9.39 $10.05 $10.25
- ------------------------
Income from investment
operations
- ------------------------
Net investment income 0.66 0.68 0.61 0.63 0.20 0.69 0.25
- ------------------------
Net realized and
unrealized gain (loss)
on investments (0.98) 0.05 (0.98) 0.05 (0.32) (0.98) (0.20)
- ------------------------ ------ ------ ------ ------ ------ ------ ------
Total from investment
operations (0.32) 0.73 (0.37) 0.68 (0.12) (0.29) 0.05
- ------------------------
Less distributions
- ------------------------
Dividends to sharehold-
ers from net
investment income (0.66) (0.68) (0.61) (0.63) (0.20) (0.69) (0.25)
- ------------------------ ------ ------ ------ ------ ------ ------ ------
Net asset value, end of
period $ 9.07 $10.05 $ 9.07 $10.05 $9.07 $ 9.07 $10.05
- ------------------------ ------ ------ ------ ------ ------ ------ ------
Total return+ (3.18%) 7.43% (3.75%) 6.91% (1.30%) (2.94%) 0.49%
- ------------------------
Ratios to Average Net
Assets
- ------------------------
Expenses 0.96% 0.68%(b) 1.54% 1.19%(b) 1.71%(b) 0.71% 0.48%(b)
- ------------------------
Net investment income 6.97% 6.93%(b) 6.42% 6.44%(b) 6.70%(b) 7.27% 7.20%(b)
- ------------------------
Expense
waiver/reimbursement
(a) 0.04% 0.31%(b) 0.04% 0.31%(b) 0.04%(b) 0.04% 0.31%(b)
- ------------------------
Supplemental Data
- ------------------------
<CAPTION>
Net assets, end of pe-
riod
(000 omitted) $23,706 $38,851 $195,571 $236,696 $266 $15,595 $14,486
- ------------------------
Portfolio turnover rate 19% 39% 19% 39% 19% 19% 39%
- ------------------------
</TABLE>
* Reflects operations for the period from January 11, 1993 (commencement of
operations) to December 31, 1993.

** Reflects operations for the period from September 2, 1994 (commencement of
operations) to December 31, 1994.

*** Reflects operations for the period from September 2, 1993 (commencement of
operations) to December 31, 1993.

+ Based on net asset value, which does not reflect the sales load or contingent
deferred sales charge, if applicable.

(a) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.

(b) Computed on an annualized basis.

Further information about the Fund's performance is contained in the Income
Funds' Annual Report, for the fiscal year ended December 31, 1994 which can be
obtained free of charge.

FINANCIAL
- ------------------------ ------------------------
- ------------------------ ------------------------
HIGHLIGHTS

First Union Managed Bond Portfolio

(For a share outstanding throughout each period)

+ Based on net asset value, which does not reflect the sales load or
contingent deferred sales charge, if applicable.

(a) Class A, Class B, and Class C Investment Shares were not being offered as
of December 31, 1994. Accordingly, there are no Financial Highlights for
such Shares. The Financial Highlights presented above are historical
information for Y Shares.

(b) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.

Further information about the Fund's performance is contained in the Income
Funds' Annual Report, for the fiscal year ended December 31, 1994, which can
be obtained free of charge.

INVESTMENT
OBJECTIVES
- ------------------------- -------------------------
- ------------------------- -------------------------
AND POLICIES

First Union Income Funds provide a broad range of objectives and policies,
intended to offer investment alternatives to a large group of investors with a
wide range of investment objectives.

FIRST UNION
FIXED INCOME
- ------------------------- -------------------------
- ------------------------- -------------------------
PORTFOLIO

DESCRIPTION OF THE FUND

TYPES OF INVESTMENTS

Debt securities may include fixed, adjustable rate, zero coupon, or stripped
securities, debentures, notes, U.S. government securities, and debt securities
convertible into, or exchangeable for, preferred or common stock. Debt
securities may also include mortgage-backed and asset-backed securities (which
are more fully described under "First Union U.S. Government Portfolio--Types of
Investments"). Stated final maturity for these securities may range up to 30
years. The duration of the securities will not exceed 10 years. The Fund
intends to maintain a dollar-weighted average maturity of 5 years or less.
Market-expected average life will be used for certain types of issues in
computing the average maturity.

The types of U.S. government securities in which the Fund may invest include:
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, such as the: Farm Credit System, including the National Bank
for Cooperatives, Farm Credit Banks, and Banks for Cooperatives; Farmers Home
Administration; Federal Home Loan Banks; Federal Home Loan Mortgage
Corporation; Federal National Mortgage Association; Government National
Mortgage Association; Student Loan Marketing Association; Tennessee Valley
Authority; Export-Import Bank of the United States; Commodity Credit
Corporation; Federal Financing Bank; and National Credit Union Administration
(collectively, "U.S. government securities"). Some U.S. government agency
obligations are backed by the full faith and credit of the U.S. Treasury.
Others in which the Fund may invest

are supported by: the issuer's right to borrow an amount limited to a specific
line of credit from the U.S. Treasury; discretionary authority of the U.S.
government to purchase certain obligations of an agency or instrumentality; or
the credit of the agency or instrumentality.

The Fund will not invest in securities judged to be speculative or of poor
quality.

TEMPORARY INVESTMENTS

For temporary defensive purposes, the Fund may invest up to 100% of its assets
in the money market instruments listed above.

FIRST UNION
U.S. GOVERNMENT
- ------------------------- -------------------------
- ------------------------- -------------------------
PORTFOLIO

DESCRIPTION OF THE FUND

The U.S. Government Fund seeks a high level of current income consistent with
stability of principal. The Fund seeks to achieve this objective by investing
primarily in debt instruments which are U.S. government securities, its
agencies or instrumentalities as such term is defined under "First Union Fixed
Income Portfolio--Types of Investments.") As a matter of policy, the Fund will
invest at least 65% of the value of its total assets in such U.S. government
securities.

TYPES OF INVESTMENTS
In addition to U.S. government securities, the Fund may invest in:

Securities representing ownership interests in mortgage pools ("mortgage-
backed securities"). The yield and maturity characteristics of mortgage-
backed securities correspond to those of the underlying mortgages, with
interest and principal payments (including prepayments (i.e. paying
remaining principal before the mortgage's scheduled maturity) passed
through to the holder of the mortgage-backed securities. The yield and
price of mortgage-backed securities will be affected by prepayments which
substantially shorten effective maturities. Thus, during periods of
declining interest rates, prepayments may be expected to increase,
requiring the Fund to reinvest the proceeds at lower interest rates, making
it difficult to effectively lock in high interest rates. Conversely,
mortgage-backed securities may experience less pronounced declines in value
during periods of rising interest rates;

additional credit support to protect against default. The Adviser evaluates
the strength of each particular issue of asset-backed security, taking into
account the structure of the issue and its credit support. (See "Risk
Characteristics of Asset-Backed Securities.");

Collateralized mortgage obligations ("CMOs") issued by single-purpose,
stand-alone entities. A CMO is a mortgage-backed security that manages the
risk of repayment by separating mortgage pools into short, medium and long-
term portions. These portions are generally retired in sequence as the
underlying mortgage loans in the mortgage pool are repaid. Similarly, as
prepayments are made, the portion of CMO first to mature will be retired
prior to its maturity, thus having the same effect as the prepayment of
mortgages underlying a mortgage-backed security. The issuer of a series of
CMOs may elect to be treated as a Real Estate Mortgage Investment Conduit
(a "REMIC"), which has certain special tax attributes.The Fund will invest
only in CMOs which are rated AAA by a nationally recognized statistical
rating organization and which may be: (a) collateralized by pools of
mortgages in which each mortgage is guaranteed as to payment of principal
and interest by an agency or instrumentality of the U.S. government; (b)
collateralized by pools of mortgages in which payment of principal and
interest is guaranteed by the issuer and such guarantee is collateralized
by U.S. government securities; or (c) securities in which the proceeds of
the issuance are invested in mortgage securities and payment of the
principal and interest are supported by the credit of an agency or
instrumentality of the U.S. government. The Fund may invest up to 20% of
its total assets in CMOs;

Bonds and other debt securities rated Baa or higher by Moody's or BBB or
higher by S&P, or which, if unrated, are considered to be of comparable
quality by the Adviser;

Securities of other investment companies; and

Repurchase agreements collateralized by eligible investments.

TEMPORARY INVESTMENTS

During periods when, in the Adviser's opinion, a temporary defensive position
in the market is appropriate, the Fund may temporarily invest up to 100% of its
assets in cash and cash items including such short-term obligations as:
commercial paper; U.S. government securities; and repurchase agreements
collateralized by eligible investments.

OTHER INVESTMENT
- ------------------------- -------------------------
- ------------------------- -------------------------
POLICIES

The Funds have adopted the following practices for specific types of
investments.

DOWNGRADES

If any security invested in by either of the Funds loses its rating or has its
rating reduced after the Fund has purchased it, the Fund is not required to
sell or otherwise dispose of the security, but may consider doing so.

REPURCHASE AGREEMENTS

However, this risk is tempered by the ability of the Fund to sell the security
in the open market in the case of a default. In such a case, the Fund may
incur costs in disposing of the security which would increase Fund expenses.
The Adviser will monitor the creditworthiness of the firms with which the
Funds enter into repurchase agreements.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

LENDING OF PORTFOLIO SECURITIES

In order to generate additional income, the Funds may lend portfolio
securities on a short-term or long-term basis to broker/dealers, banks, or
other institutional borrowers of securities. The Funds will only enter into
loan arrangements with creditworthy borrowers 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. As a matter of fundamental investment policy
which cannot be changed without shareholder approval, the Funds will not lend
any of their assets except portfolio securities up to 15% (in the case of the
Fixed Income Fund) or one-third (in the case of the U.S. Government Fund) of
the value of their total assets.

OPTIONS AND FUTURES

The Funds may engage in options and futures transactions. Options and futures
transactions are intended to enable a Fund to manage market, interest rate or
exchange rate risk, and the Funds do not use these transactions for
speculation or leverage.

The Funds may attempt to hedge all or a portion of their portfolios through
the purchase of both put and call options on their portfolio securities and
listed put options on financial futures contracts for portfolio securities.
The Funds may also write covered call options on their portfolio securities to
attempt to increase their current income. The Funds will maintain their
positions in securities, option rights, and segregated cash subject to puts
and calls until the options are exercised, closed, or have expired. An option
position may be closed out only on an exchange which provides a secondary
market for an option of the same series. The Funds may purchase listed put
options on financial futures contracts. These options will be used only to
protect portfolio securities against decreases in value resulting from market
factors such as an anticipated increase in interest rates.

The Funds may write (i.e., sell) covered call and put options. By writing a
call option, a Fund becomes obligated during the term of the option to deliver
the securities underlying the option upon payment of the exercise price. By
writing a put option, a Fund becomes obligated during the term of the option
to purchase the securities underlying the option at the exercise price if the
option is exercised. The Funds also may write straddles (combinations of
covered puts and calls on the same underlying security).

"covered" with respect to a put option it writes if, so long as it is
obligated as the writer of the put option, it deposits and maintains with its
custodian in a segregated account liquid assets having a value equal to or
greater than the exercise price of the option.

The principal reason for writing call or put options is to obtain, through a
receipt of premiums, a greater current return than would be realized on the
underlying securities alone. The Funds receive a premium from writing a call
or put option which they retain whether or not the option is exercised. By
writing a call option, the Funds might lose the potential for gain on the
underlying security while the option is open, and by writing a put option, the
Funds might become obligated to purchase the underlying securities for more
than their current market price upon exercise.

A futures contract is a firm commitment by two parties: the seller, who agrees
to make delivery of the specific type of instrument called for in the contract
("going short"), and the buyer, who agrees to take delivery of the instrument
("going long") at a certain time in the future. Financial futures contracts
call for the delivery of particular debt instruments issued or guaranteed by
the U.S. Treasury or by specified agencies or instrumentalities of the U.S.
government. If a Fund would enter into financial futures contracts directly to
hedge its holdings of fixed income securities, it would enter into contracts
to deliver securities at an undetermined price (i.e., "go short") to protect
itself against the possibility that the prices of its fixed income securities
may decline during the Fund's anticipated holding period. A Fund would "go
long" (agree to purchase securities in the future at a predetermined price) to
hedge against a decline in market interest rates.

The Funds may also enter into currency and other financial futures contracts
and write options on such contracts. The Funds intend to enter into such
contracts and related options for hedging purposes. The Funds will enter into
futures on securities, currencies, or index-based futures contracts in order
to hedge against changes in interest or exchange rates or securities prices. A
futures contract on securities or currencies is an agreement to buy or sell
securities or currencies during a designated month at whatever price exists at
that time. A futures contract on a securities index does not involve the
actual delivery of securities, but merely requires the payment of a cash
settlement based on changes in the securities index. The Funds do not make
payment or deliver securities upon entering into a futures contract. Instead,
they put down a margin deposit, which is adjusted to reflect changes in the
value of the contract and which remains in effect until the contract is
terminated.

The Funds may sell or purchase currency and other financial futures contracts.
When a futures contract is sold by a Fund, the profit on the contract will
tend to rise when the value of the underlying securities or currencies
declines and to fall when the value of such securities or currencies
increases. Thus, the Funds sell futures contracts in order to offset a
possible decline in the profit on their securities or currencies. If a futures
contract is purchased by a Fund, the value of the contract will tend to rise
when the value of the underlying securities or currencies increases and to
fall when the value of such securities or currencies declines.

The Funds may enter into closing purchase and sale transactions in order to
terminate a futures contract and may buy or sell put and call options for the
purpose of closing out their options positions. The Funds' ability to enter
into closing transactions depends on the development and maintenance of a
liquid secondary market. There is no assurance that a liquid secondary market
will exist for any particular contract or at any particular time. As a result,
there can be no assurance that the Funds will be able to enter into an
offsetting transaction with respect to a particular contract at a particular
time. If the Funds are not able to enter into an offsetting transaction, the
Funds will continue to be required to maintain the margin deposits on the
contract and to complete the contract according to its terms, in which case
the Funds would continue to bear market risk on the transaction.

RISK CHARACTERISTICS OF OPTIONS AND FUTURES

of the securities subject to the financial futures contracts and options on
financial futures contracts may not correlate perfectly with the prices of the
securities in the Funds' portfolios. This may cause the financial futures
contract and any related options to react to market changes differently than
the portfolio securities. In addition, the Adviser could be incorrect in its
expectations and forecasts about the direction or extent of market factors,
such as interest rates, securities price movements, and other economic factors.
Even if the Adviser correctly predicts interest rate movements, a hedge could
be unsuccessful if changes in the value of a Fund's futures position did not
correspond to changes in the value of its investments. In these events, the
Funds may lose money on the financial futures contracts or the options on
financial futures contracts. It is not certain that a secondary market for
positions in financial futures contracts or for options on financial futures
contracts will exist at all times. Although the Adviser will consider liquidity
before entering into financial futures contracts or options on financial
futures contracts transactions, there is no assurance that a liquid secondary
market on an exchange will exist for any particular financial futures contract
or option on a financial futures contract at any particular time. The Funds'
ability to establish and close out financial futures contracts and options on
financial futures contract positions depends on this secondary market. If a
Fund is unable to close out its position due to disruptions in the market or
lack of liquidity, the Fund may lose money on the futures contract or option,
and the losses to the Fund could be significant.

ZERO-COUPON AND STRIPPED SECURITIES

The Fixed Income Fund may invest in zero-coupon and stripped securities. Zero-
coupon securities in which the Fund may invest are debt obligations which are
generally issued at a discount and payable in full at maturity, and which do
not provide for current payments of interest prior to maturity. Zero-coupon
securities usually trade at a deep discount from their face or par value and
are subject to greater market value fluctuations from changing interest rates
then debt obligations of comparable maturities which make current distributions
of interest. As a result, the net asset value of shares of the Fixed Income
Fund may fluctuate over a greater range than shares of other mutual funds
investing in securities making current distributions of interest and having
similar maturities.

Zero-coupon securities may include U.S. Treasury bills issued directly by the
U.S. Treasury or other short-term debt obligations, and longer-term bonds or
notes and their unmatured interest coupons which have been separated by their
holder, typically a custodian bank or investment banking firm. A number of
securities firms and banks have stripped the interest coupons from the
underlying principal (the "corpus") of U.S. Treasury securities and resold them
in custodial receipt programs with a number of different names, including
Treasury Income Growth Receipts ("TIGRS") and Certificates of Accrual on
Treasuries ("CATS"). The underlying U.S. Treasury bonds and notes themselves
are hold in book-entry form at the Federal Reserve Bank or, in the case of
bearer securities (i.e., unregistered securities which are owned ostensibly by
the bearer of holder thereof), in trust on behalf of the owners thereof.

FOREIGN INVESTMENTS

RISK CHARACTERISTICS OF ASSET-BACKED SECURITIES

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

The following investment limitations cannot be changed without shareholder
approval.

BORROWING MONEY

The Funds will not borrow money directly or through reverse repurchase
agreements or pledge securities, except under certain circumstances, a Fund may
borrow up to one-third of the value of its total assets and pledge up to 15%
(in the case of the Fixed Income Fund), or one-third (in the case of U.S.
Government Fund) of the value of those assets to secure such borrowings.

RESTRICTED AND ILLIQUID SECURITIES

The Fixed Income Fund may invest up to 10% of its net assets in illiquid
securities. The U.S. Government Fund may invest up to 15% of its net assets in
illiquid securities. With respect to the Fixed Income and U.S. Government
Funds, illiquid securities include 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.

DIVERSIFICATION

SELLING SHORT

The Fixed Income Fund will not make short sales of securities, except in
certain limited circumstances.

The Fixed Income Fund has adopted the following limitations, which may be
changed by the Trustees without shareholder approval.

WARRANTS

The Fixed Income Fund may not invest more than 5% of its net assets in
warrants. No more than 2% of this 5% may be in warrants which are not listed on
the New York or American Stock Exchanges.

SHAREHOLDER GUIDE
- ------------------------- -------------------------
- ------------------------- -------------------------

CLASSES OF INVESTMENT SHARES

You may select a method of purchasing Shares which is most beneficial to you by
choosing Class A Shares, Class B Shares or Class C Shares. Your decision will
be based on the amount of your intended purchase and how long you expect to
hold the Shares.

Each Fund offers three types of Investment Shares: Class A Shares, Class B
Shares and Class C Shares. Each Share of a Fund represents an identical
interest in the investment portfolio of the Fund and has the same rights. The
difference between Class A Shares, Class B Shares, and Class C Shares is based
on purchasing arrangements and distribution and shareholder services expenses.
Class A Shares have a sales charge included at the time of purchase and are
subject to a Rule 12b-1 distribution fee of 0.25%. This means that investors
can purchase fewer Class A Shares for the same initial investment than Class B
Shares or Class C Shares due to the initial sales charge, but will receive
higher dividends per Share due to the lower distribution expenses. Class B
Shares impose a maximum contingent deferred sales charge ("CDSC") of 5.00%. In
addition, Class B
Shares impose a CDSC on most redemptions made within seven years of purchase,
and have higher distribution costs resulting from a Rule 12b-1 fee of 0.75% and
a shareholder services fee of 0.25%. In addition, at the end of the seven year
period, Class B Shares may automatically convert to Class A Shares

and thus be subject to lower Rule 12b-1 distribution fees. Class C Shares
impose a CDSC of 1.00% on most redemptions made within the first 12 months of
purchase, have a Rule 12b-1 distribution fee of 0.75%, and a shareholder
services fee of 0.25%. This means that investors may purchase more Class B
Shares or Class C Shares than Class A Shares for the same initial investment,
but will receive lower dividends per Share.

Investors should consider whether, during the anticipated life of their
investment in the Funds, the accumulated Rule 12b-1 fees, CDSC, and shareholder
services fee on either Class B Shares or Class C Shares would be less than the
initial sales charge and accumulated Rule 12b-1 fees on Class A Shares
purchased at the same time. Investors must also consider how each differential
would be offset by the higher yield of Class A Shares.

SHARE PRICE CALCULATION

The net asset value of a Fund Share equals the market value of all the Fund's
portfolio securities divided by the total Shares outstanding. It is also the
bid price. The offering price is quoted after adding a sales charge to the net
asset value.

Purchases, redemptions, and exchanges are all based on net asset value. (The
purchase price of Class A Shares adds an applicable sales charge, and the
redemption proceeds of Class B Shares and Class C Shares deduct an applicable
CDSC.) The net asset value is determined at 4:00 p.m. (Eastern time), Monday
through Friday, except on: (i) days on which there are not sufficient changes
in the value of a 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. The net asset value is computed by
adding cash and other assets to the closing market value of all securities
owned, subtracting liabilities and dividing the result by the number of
outstanding Shares. The net asset value will vary each day depending on
purchases and redemptions. Expenses and fees, including the management fee, are
accrued daily and taken into account for the purpose of determining net asset
value.

The net asset value of Y Shares of a Fund may differ slightly from that of
Class A Shares, Class B Shares and Class C Shares of the same Fund due to the
variability in daily net income resulting from different distribution charges
and shareholder services fees (in the case of Class B Shares and Class C
Shares) for each class of shares. The net asset value for each Fund will
fluctuate for all four classes.

PERFORMANCE INFORMATION

A Fund's performance may be quoted in terms of total return and yield.
Performance information is historical and is not intended to indicate future
results.

From time to time, the Funds may make available certain information about the
performance of Class A Shares, Class B Shares and Class C Shares. It is
generally reported using total return and yield.

Yield shows how much income an investment generates. It refers to the Fund's
income over a 30-day period expressed as a percentage of the Fund's Share
price. The yields of Class A Shares, Class B Shares and Class C Shares are
calculated by dividing the sum of all interest and dividend income (less Fund
expenses) over a 30-day period by the offering price per Share on the last day
of the period. The number is then annualized using semi-annual compounding.

The yield does not necessarily reflect income actually earned by Class A
Shares, Class B Shares and Class C Shares of the Funds and, therefore, may not
correlate to the dividends or other distributions paid to shareholders.

Performance information for the Class A Shares, Class B Shares and Class C
Shares reflects the effect of a sales charge which, if excluded, would increase
the total return and yield.

Total return and yield will be calculated separately for Class A Shares, Class
B Shares, Class C Shares and Y Shares of a Fund. Because Class A Shares are
subject to a Rule 12b-1 fee, and Class B Shares and Class C Shares are subject
to a Rule 12b-1 fee and a shareholder services fee, the yield will be lower
than that of Y Shares. The sales load applicable to Class A Shares also
contributes to a lower total return for Class A Shares. In addition, Class B
Shares and Class C Shares are subject to similar non-recurring charges, such as
the CDSC, which, if excluded, would increase the total return for Class B
Shares and Class C Shares, respectively.

From time to time, a Fund may advertise its performance using certain rankings
published in financial publications and/or compare its performance to certain
indices.

HOW TO BUY
- ------------------------- -------------------------
- ------------------------- -------------------------
SHARES

Shares may be purchased at a price equal to their net asset value per Share
next determined after receipt of an order, plus a sales charge which, at the
election of the purchaser, may be imposed either (i) at the time of purchase
(in the case of Class A Shares), or (ii) on a contingent deferred basis (in the
case of Class B Shares or Class C Shares).

MINIMUM INVESTMENT

You may invest as often as you want in the Funds. There is a $1,000 minimum
initial investment requirement which may be waived in certain situations. For
further information, please contact the Mutual Funds Group of First Union
Brokerage Services ("FUBS"), a subsidiary of First Union, at 1-800-326-3241.
Subsequent investments may be in any amounts.

WHAT SHARES COST

Class A Shares are sold at their net asset value plus a sales charge as
follows:

Sales Charge as Sales Charge as a
a Percentage of Percentage of Net
Amount of Transaction Public Offering Price Amount Invested
- --------------------- --------------------- -----------------
$ 0-$ 99,999 4.75% 4.99%
$ 100,000-$ 249,999 3.75% 3.90%
$ 250,000-$ 499,999 3.00% 3.10%
$ 500,000-$ 999,999 2.00% 2.04%
$1,000,000-$2,499,999 1.00% 1.01%
$2,500,000+ 0.25% 0.25%

Shareholders of record in any First Union Fund at October 12, 1990, and the
members of their immediate families, will be exempt from sales charges on any
future purchases in any of the First Union Funds. Employees of First Union,
Federated Securities Corp. (the "distributor" or "FSC") and their affiliates,
and certain trust accounts for which First Union or its affiliates act in an
administrative, fiduciary, or custodial capacity, board members of First Union
and the above-mentioned entities and the members of the immediate families of
any of these persons, will also be exempt from sales charges. In addition, no
front-end sales charges are imposed on Class A Shares purchased by
institutional investors, which may include bank trust departments and
registered investment advisers, and through qualified and non-qualified
employee benefit and savings plans which make Shares of the First Union Funds
available to their participants, and which: (a) are employee benefit plans
having at least $1,000,000 in investable assets, or 250 or more eligible
participants; or (b) are non-qualified benefit or profit sharing plans which
are sponsored by an organization which also makes the First Union Funds
available through a qualified plan meeting the criteria specified under (a).
Payments may be made to broker/dealers or other financial intermediaries whose
employee benefit plan clients purchase Shares under the foregoing front-end
sales charge exemption in an amount up to .50 of 1% of the net asset value of
the Class A Shares purchased. These payments are subject to reclaim in the
event the Class A Shares are redeemed within 12 months after purchase.

Class B Shares are sold at net asset value per Share without the imposition of
a sales charge at the time of purchase. Shares redeemed within seven years of
their purchase will be subject to a CDSC according to the following schedule
(applicable only to purchases beginning September 1, 1994):

Year of Redemption Contingent Deferred
After Purchase Sales Charge
- ------------------ -------------------
First 5.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh 1.0%

Class C Shares are sold at net asset value per Share without the imposition of
a sales charge at the time of purchase. Shares redeemed within one year of
their purchase will be subject to a CDSC of 1.00%.

With respect to Class B Shares and Class C Shares, no CDSC will be imposed on:
(1) the portion of redemption proceeds attributable to increases in the value
of the account due to increases in the net asset value per Share, (2) Shares
acquired through reinvestment of dividends and capital gains, (3) Shares held
for more than seven years (in the case of Class B Shares) or one year (in the
case of Class C Shares) after the end of the calendar month of acquisition, (4)
accounts following the death or disability of a shareholder, or (5) minimum
required distributions to a shareholder over the age of 70 1/2 from an IRA or
other retirement plan.

CONVERSION FEATURE

Class B Shares include all Shares purchased pursuant to the deferred sales
charge alternative which have been outstanding for less than the period ending
seven years after the end of the month in which the shareholder's order to
purchase Class B Shares was accepted. At the end of this seven year period,
Class B Shares may automatically convert to Class A Shares, in which case the
Shares will no longer be subject to the higher Rule 12b-1 distribution fee
which is assessed on Class B Shares. Such conversion will be on the basis of
the relative net asset values of the two classes, without the imposition of any
sales load, fee or other charge. The purpose of the conversion feature is to
relieve the holders of the Class B Shares that have been outstanding for a
period of time sufficient for the distributor to have been compensated for
distribution expenses related to the Class B Shares from most of the burden of
such distribution-related expenses.

For purposes of conversion to Class A Shares, Class B Shares purchased through
the reinvestment of dividends and distributions paid on Class B Shares in a
shareholder's Fund account will be considered to be held in a separate sub-
account. Each time any Class B Shares in the shareholder's Fund account (other
than those in the sub-account) convert to Class A Shares, an equal pro rata
portion of the Class B Shares in the sub-account will also convert to Class A
Shares.

The availability of the conversion feature is subject to the granting of an
exemptive order (the "Order") by the Securities and Exchange Commission (the
"SEC") or the adoption of a rule permitting such conversion. In the event that
the Order or rule ultimately issued by the SEC requires any conditions
additional to those described in this prospectus, shareholders will be
notified.

BY TELEPHONE OR IN PERSON

You may purchase Class A Shares, Class B Shares and Class C Shares by telephone
from the Mutual Funds Group of FUBS at 1-800-326-3241 or you may place the
order in person at any First Union branch location. Shares are sold on days on
which the New York Stock Exchange and the Federal Reserve Wire System are open
for business.

METHOD OF PAYMENT

Payment may be made by check or federal funds or by debiting your account at
First Union. All purchase orders received prior to 4:00 p.m. (Eastern time) on
a regular business day are processed at that day's offering price. Payment is
required within five business days.

SHAREHOLDER ACCOUNTS

MINIMUM BALANCE

DEALER CONCESSION

For sales of Shares of the Funds, a dealer will normally receive up to 85% of
the applicable sales charge. Any portion of the sales charge which is not paid
to a dealer will be retained by the distributor. However, the distributor, in
its sole discretion, may uniformly offer to pay to all dealers selling Shares
of the Funds, all or a portion of the sales charge it normally retains. If
accepted by the dealer, such additional payments will be predicated upon the
amount of Fund Shares sold. The sales charge for Shares sold other than through
registered broker/dealers will be retained by FSC. FSC may pay fees to banks
out of the sales charge in exchange for sales and/or administrative services
performed on behalf of the bank's customers in connection with the initiation
of customer accounts and purchases of Shares. From time to time, the
distributor will conduct sales programs or contests that compensate brokers
with cash or non-cash items, such as merchandise and attendance at sales
seminars in resort locations. The cost of such compensation is borne by the
distributor and is not a Fund expense.

HOW TO CONVERT
YOUR INVESTMENT
- ------------------------- FROM ONE -------------------------
- ------------------------- -------------------------
FIRST UNION
FUND TO ANOTHER
FIRST UNION FUND

As a shareholder, you have the privilege of exchanging your Shares for shares
of another First Union Fund.

As long as the First Union Fund in which you are invested will not be adversely
affected, you may switch among the First Union Funds within the Trust. Before
the exchange, you must call FUBS at 1-800-326-3241 to receive a prospectus for
the First Union Fund into which you want to exchange. Read the prospectus
carefully. Each exchange represents the sale of shares of one First Union Fund
and the purchase of shares in another First Union Fund, which may produce a
gain or loss for tax purposes.

You may exchange Class A Shares of one First Union Fund for Class A Shares of
any other First Union Fund, Class B Shares of one First Union Fund for Class B
Shares of any other First Union Fund, or Class C Shares of one First Union Fund
for shares of any other First Union Fund by calling toll free 1-800-326-3241 or
by writing to FUBS. Telephone exchange instructions may be recorded. Shares
purchased by check are eligible for exchange after the check clears, which
could take up to seven days after receipt of the check. Exchanges are subject
to the $1,000 minimum initial purchase requirement for each First Union Fund.

The exchange of Class B Shares or Class C Shares will not be subject to a CDSC.
However, if the shareholder redeems Class B Shares within seven years of the
original purchase or Class C Shares within one year of the original purchase, a
CDSC will be imposed. For purposes of computing the CDSC, the length of time
the shareholder has owned Class B Shares or Class C Shares will be measured
from the date of original purchase and will not be affected by the exchange.

If reasonable procedures are not followed by a Fund, it may be liable for
losses due to unauthorized or fraudulent telephone instructions.

EXCHANGE RESTRICTIONS

HOW TO
- ------------------------- -------------------------
- ------------------------- -------------------------
REDEEM SHARES

Shares are redeemed at their net asset value next determined after a proper
redemption request has been received, less, in the case of Class B Shares or
Class C Shares, any applicable CDSC.

You may redeem Shares in three ways: (1) by telephoning FUBS at 1-800-326-3241,
(2) by written request to FUBS or Federated Services Company, c/o State Street
Bank and Trust Company, P.O. Box 8609, Boston, Massachusetts 02266-8609, or (3)
in person at First Union. Telephone redemption instructions may be recorded.

The Funds redeem Shares at their net asset value next determined after a Fund
receives the redemption request. Redemptions will be made on days on which a
Fund computes the net asset value of 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. Proceeds will be wired to the
shareholder's account at First Union or a check will be sent to the address of
record, normally within five (but in no case longer than seven) days after a
proper request for redemption has been received.

If reasonable procedures are not followed by a Fund, it may be liable for
losses due to unauthorized or fraudulent telephone instructions.

ADDITIONAL
SHAREHOLDER
- ------------------------- -------------------------
- ------------------------- -------------------------
SERVICES

TELEPHONE SERVICES

You may authorize electronic transfers of money to purchase Shares in any
amount or to redeem any or all Shares in an account. The service may be used
like an "electronic check" to move money between a bank account and an account
in a Fund with a single telephone call.

SYSTEMATIC INVESTMENT PLAN

You may arrange for systematic monthly or quarterly investments in your account
in amounts of $25 or more by directly debiting your bank account.

TAX SHELTERED PLANS

You may open a pension and profit sharing account in any First Union Fund
(except those First Union Funds having an objective of providing tax free
income), including Individual Retirement Accounts ("IRAs"), Rollover IRAs,
Keogh Plans, Corporate Profit-Sharing, Pension and Salary-Reduction Plans. For
details, including fees and application forms, call First Union toll free at 1-
800-669-2136 or write to First Union National Bank of North Carolina,
Retirement Services, 301 South College Street, Charlotte, NC 28288-1169.

SYSTEMATIC CASH WITHDRAWAL PLAN

When an account of $10,000 or more is opened or when an existing account
reaches that size, you may participate in a Fund's Systematic Cash Withdrawal
Plan by filling out the appropriate part of the share purchase application.
Under this plan, you may receive (or designate a third party to receive) a
monthly or quarterly check in a stated amount of not less than $25. Fund Shares
will be redeemed as necessary to meet withdrawal payments. All participants
must elect to have their dividends and capital gain distributions reinvested
automatically. Any applicable Class B Shares CDSC will be waived with respect
to redemptions occurring under a Systematic Cash Withdrawal Plan during a
calendar year to the extent that such redemptions do not exceed 10% of (i) the
initial value of the account, plus (ii) the value, at the time of purchase, of
any subsequent investments.

MANAGEMENT
OF
- ------------------------- -------------------------
- ------------------------- -------------------------
FIRST UNION FUNDS

INVESTMENT ADVISER

Professional investment supervision for the Funds is provided by the investment
adviser, the Capital Management Group of First Union.

Thomas L. Ellis is a Vice President of First Union National Bank of North
Carolina, N.A. Prior to joining First Union in 1985, Mr. Ellis had seventeen
years of investment management and sales experience including eleven years
marketing short and medium-term obligations to institutional investors, plus
three years as head trader for First Boston Corporation. Mr. Ellis has managed
the Fixed Income Fund since its inception in July 1988.

DISTRIBUTION OF INVESTMENT SHARES

FSC, Pittsburgh, Pennsylvania, a subsidiary of Federated Investors, is the
principal distributor for the Funds. It is a Pennsylvania corporation organized
on November 14, 1969, and is the principal distributor for a number of
investment companies.

Each class of Investment Shares of a Fund has adopted a separate plan for
distribution of Shares permitted by Rule 12b-1 under the Investment Company Act
of 1940 (the "Plans"), whereby each Fund has authorized a daily expense ("Rule
12b-1 fee") at an annual rate of up to 0.75 of 1% of the average daily net
asset value of that Fund's respective class to finance the sale of Shares. It
is currently intended that annual Rule 12b-1 fees will be limited for the
foreseeable future to payments to the distributor equal to 0.10 of 1% for Class
A Shares of the Fixed Income Fund, 0.25 of 1% for Class A Shares of the U.S.
Government Fund, and 0.75 of 1% for Class B Shares and Class C Shares of each
respective Fund's average daily net asset value.

The distributor may pay all or a portion of the Rule 12b-1 fee to compensate
selected brokers and financial institutions for selling Shares or for
administrative services rendered in connection with the Shares.

The Funds make no payments in connection with the sale of Shares other than the
Rule 12b-1 fees paid to the distributor. The distributor, however, may pay a
sales commission to brokers (including FUBS) in connection with the sale of
Class B Shares and Class C Shares. Except as set forth in the next paragraph,
the Funds do not pay for unreimbursed expenses of the distributor. Since the
Funds' Plans are "compensation" type plans, however, future Rule 12b-1 fees may
permit recovery of such amounts or may result in a profit to the distributor.

The distributor may sell, assign or pledge its right to receive Rule 12b-1 fees
and CDSCs to finance payments made to brokers (including FUBS) in connection
with the sale of Class B Shares and Class C Shares. First Union Corporation
currently serves as principal lender in this financing program. Actual
distribution expenses for Class B Shares and Class C Shares at any given time
may exceed the Rule 12b-1 fees and payments received pursuant to CDSCs. These
unrecovered amounts, plus interest thereon, will be carried forward and paid
from future Rule 12b-1 fees and payments received through CDSCs. If a Plan were
terminated or not continued, the Funds would not be contractually obligated to
pay for any expenses not previously reimbursed by the Funds or recovered
through CDSCs.

FSC, from time to time, may pay brokers additional sums of cash or promotional
incentives based upon the amount of Shares sold. Such payments, if made, will
be in addition to amounts paid under the Plans and will not be an expense of
the Funds.

FUND ADMINISTRATION

The Funds may pay a shareholder servicing agent (the "Shareholder Servicing
Agent") a fee based on average daily net asset value for Class B Shares and
Class C Shares of the Funds for which the Shareholder Servicing Agent provides
shareholder services. As such, the Shareholder Servicing Agent provides
shareholder services which include, but are not limited to, distributing
prospectuses and other information, providing shareholder assistance, and
communicating or facilitating purchases and redemptions of Class B Shares and
Class C Shares. The Funds may pay the Shareholder Servicing Agent a fee equal
to 0.25 of 1% of the average daily net asset value of Class B Shares and Class
C Shares for which the Shareholder Servicing Agent provides shareholder
services. The Shareholder Servicing Agent may voluntarily choose to waive all
or a portion of its fee at any time. First Union Brokerage Services, First
Union, and other financial institutions may serve as Shareholder Servicing
Agent.

State Street Bank and Trust Company, Boston, Massachusetts, serves as custodian
for the securities and cash of the Funds.

Federated Services Company, Pittsburgh, Pennsylvania, a subsidiary of Federated
Investors, serves as transfer agent and provides dividend disbursement and
other shareholder services for the Funds.

Legal counsel to those Trustees who are not "interested persons" of the Trust,
as defined in the Investment Company Act of 1940, is provided by Sullivan &
Worcester, Washington, D.C.

The independent auditors for the Trust are KPMG Peat Marwick LLP, Pittsburgh,
Pennsylvania.

FEES AND EXPENSES
- ------------------------- -------------------------
- ------------------------- -------------------------

Each Fund pays annual advisory and administrative fees and certain expenses.

ADVISORY AND ADMINISTRATIVE FEES

For managing their investment and business affairs, the Funds pay an annual fee
to First Union. The Adviser receives an annual investment advisory fee equal to
0.50 of 1% of each of the Income Funds' average daily net assets. The Adviser
may voluntarily choose to waive a portion of its fee or reimburse the Funds for
certain operating expenses.

The Trust also pays a fee for administrative services. FAS provides these at an
annual rate as specified below:

Maximum Average Aggregate Daily Net
Administrative Fee Assets of the Trust
- ------------------- -----------------------------------
.150 of 1% on the first $250 million
.125 of 1% on the next $250 million
.100 of 1% on the next $250 million
.075 of 1% on assets in excess of $750 million

Unless waived, the administrative fee received during any fiscal year shall
aggregate at least $50,000 per First Union Fund.

EXPENSES OF THE FUNDS AND INVESTMENT SHARES

Fund expenses for which holders of Shares pay their allocable portion based on
average daily net assets include, but are not limited to: registering the Fund
and Shares of the Fund; investment advisory services; taxes and commissions;
custodian fees; insurance premiums; auditors' fees; and such non-recurring and
extraordinary items as may arise.

The Funds' expenses under the Rule 12b-1 Plans are incurred by the Class A
Shares, Class B Shares and Class C Shares. In addition, the Funds' expenses
under a shareholder services plan are incurred solely by the Class B Shares and
Class C Shares. The Trustees reserve the right to allocate certain expenses to
holders of Shares as they deem appropriate ("Class Expenses"). In any case,
Class Expenses would be limited to: Rule 12b-1 fees; shareholder services fees;
transfer agent fees; printing and postage expenses; registration fees; and
administrative, legal and Trustees' fees. Presently, all Fund expenses, other
than Rule 12b-1 fees and shareholder services fees, are allocated based upon
the average daily net assets of each class of a Fund.

SHAREHOLDER
RIGHTS AND
- ------------------------- -------------------------
- ------------------------- -------------------------
PRIVILEGES

VOTING RIGHTS

Each Share of a Fund is entitled to one vote in Trustee elections and other
voting matters submitted to shareholders. All shares of all classes of each
First Union Fund in the Trust have equal voting rights, except that in matters
affecting only a particular First Union Fund or class, only shares of that
First Union Fund or class are entitled to vote. As of February 6, 1995, First
Union National Bank, Charlotte, North Carolina, acting in various capacities
for numerous accounts, was the owner of record of 32,878,796 shares (92.54%),
8,511,525 shares (91.53%), and 1,373,452 shares (81.21%), respectively, of
Fixed Income Fund--Y Shares, Managed Bond Fund--Y Shares, and U.S. Government
Fund--Y Shares; and FUBS, for the exclusive benefit of Merle Adair Connell
Trust, Winter Garden, Florida, and for the exclusive benefit of Helen G.
Bender, Wildwood, Florida, and acting in various capacities for numerous
accounts was the owner of record of 10,834 shares (36.90%) and 11,037 shares
(37.59%), respectively, of the U.S. Government Fund--Class C Investment Shares,
and therefore, may, for certain purposes, be deemed to control such Funds and
be able to affect the outcome of certain matters presented for a vote of
shareholders.

MASSACHUSETTS PARTNERSHIP LAW

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 the
property of the Trust 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 cannot meet its
obligations to indemnify shareholders and pay judgments against them from its
assets.

EFFECT OF BANKING LAWS

The Glass-Steagall Act and other banking laws and regulations presently
prohibit banks or non-bank affiliates of member banks of the Federal Reserve
System from sponsoring, organizing, controlling, or distributing the shares of
a registered, open-end investment company continuously engaged in the issuance
of its shares. Further, they prohibit banks from issuing, underwriting, 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 customer.
The Adviser, First Union, is subject to and in compliance with such banking
laws and regulations.

Sullivan & Cromwell has advised First Union that First Union may perform the
services for the Funds set forth in the investment advisory agreement, this
prospectus, and the Statements of Additional Information without violation of
the Glass-Steagall Act or other applicable federal banking laws or
regulations. Such counsel has pointed out, however, that changes in federal
statutes and regulations relating to the permissible activities of banks, as
well as further judicial or administrative decisions or interpretations of
such statutes and regulations, could prevent First Union from continuing to
perform such services for the Funds or from continuing to purchase Shares for
the accounts of its customers. If First Union were prohibited from acting as
investment adviser to the Funds, it is expected that the Trustees would
recommend to the Funds' shareholders that they approve a new investment
adviser selected by the Trustees. It is not expected that the Funds'
shareholders would suffer any adverse financial consequences (if another
adviser with equivalent abilities to First Union is found) as a result of any
of these occurrences.

DISTRIBUTIONS
- ------------------------ ------------------------
- ------------------------ ------------------------
AND TAXES

Each Fund pays out as dividends substantially all of its net investment income
(dividends and interest on its investments) and net realized short-term gains.

DIVIDENDS

Dividends are declared and paid monthly for the Fixed Income Fund, and
dividends are declared daily and paid monthly for the U.S. Government Fund.
Dividends are declared just prior to determining net asset value. Any
distributions will be automatically reinvested in additional Shares on payment
dates at the ex-dividend date net asset value without a sales charge unless a
shareholder otherwise instructs the Fund or FUBS in writing.

CAPITAL GAINS

Any net long-term capital gains realized by the Funds will be distributed at
least once every 12 months.

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

Income dividends and capital gains distributions are taxable as described
below.

FEDERAL INCOME TAX

The Funds pay no federal income tax if they meet the requirements of the
Internal Revenue Code, as amended, applicable to regulated investment
companies and will receive the special tax treatment afforded to such
companies.

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

OTHER CLASSES
- ------------------------- -------------------------
- ------------------------- -------------------------
OF SHARES

First Union Income Funds, except for First Union Managed Bond Portfolio, offer
four classes of shares: Class A Shares, Class B Shares, and Class C Shares for
individuals and other customers of First Union, and Y Shares for institutional
investors.

Y Shares of First Union Income Funds are sold to accounts for which First Union
or other financial institutions act in a fiduciary or agency capacity at net
asset value without a sales charge at a minimum investment of $1,000. Y Shares
are not sold pursuant to a Rule 12b-1 plan.

SHAREHOLDER
- ------------------------- -------------------------
- ------------------------- -------------------------
REPORTS

ADDRESSES
- ------------------------- -------------------------
- ------------------------- -------------------------
- --------------------------------------------------------------------------------

First Union Funds Federated Investors Tower
Pittsburgh, Pennsylvania
15222-3779

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Distributor
Federated Securities Corp. Federated Investors Tower
Pittsburgh, Pennsylvania
15222-3779

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Investment Adviser
First Union National Bank of North Carolina
One First Union Center
301 S. College Street
Charlotte, North Carolina
28288

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Custodian
State Street Bank and Trust Company P.O. Box 8609
Boston, Massachusetts
02266-8609

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Transfer Agent and Dividend Disbursing Agent
Federated Services Company Federated Investors Tower
Pittsburgh, Pennsylvania
15222-3779

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Legal Counsel to the Independent Trustees
Sullivan & Worcester 1025 Connecticut Ave., N.W.
Washington, D.C. 20036

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Independent Auditors
KPMG Peat Marwick LLP One Mellon Bank Center
Pittsburgh, Pennsylvania
15219

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FEDERATED SECURITIES CORP., DISTRIBUTOR
535675 (20/PKG.)
G00850-07 (2/95)

FIRST UNION FIXED INCOME PORTFOLIO
A PORTFOLIO OF FIRST UNION FUNDS
Y SHARES
CLASS A INVESTMENT SHARES
CLASS B INVESTMENT SHARES
CLASS C INVESTMENT SHARES
COMBINED STATEMENT OF ADDITIONAL INFORMATION

This Combined Statement of Additional Information should be read with
the respective prospectus of
Y Shares, Class A Investment Shares, Class B Investment Shares, or
Class C Investment Shares for First Union Fixed Income Portfolio,
dated February 28, 1995. This Statement is not a prospectus itself. To
receive a copy of the Y Shares' prospectus, write First Union National
Bank of North Carolina, Capital Management Group, 1200 Two First Union
Center, Charlotte, North Carolina 28288-1156 or call
1-800-326-2584. To receive a copy of the Class A Investment Shares',
Class B Investment Shares' or Class C Investment Shares' prospectus,
write First Union Brokerage Services, Inc., One First Union Center,
301 S. College Street, Charlotte, North Carolina 28288-1173 or call
1-800-326-3241.

FEDERATED INVESTORS TOWER
PITTSBURGH, PENNSYLVANIA 15222-3779

Statement dated February 28, 1995

FEDERATED SECURITIES CORP.
---------------------------------------------------------
Distributor
A subsidiary of FEDERATED INVESTORS

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

GENERAL INFORMATION ABOUT THE FUND 1
- ---------------------------------------------------------------

INVESTMENT OBJECTIVES AND POLICIES 1
- ---------------------------------------------------------------

Types of Investments 1
Asset-Backed Securities
Collateralized Mortgage Obligations (CMOs) 1
Restricted and Illiquid Securities 2
When-Issued and Delayed Delivery
Transactions 2
Options and Futures Transactions 2
Lending of Portfolio Securities 3
Reverse Repurchase Agreements 3
Foreign Currency Transactions 3
Portfolio Turnover 4
Investment Limitations 4

FIRST UNION FUNDS MANAGEMENT 6
- ---------------------------------------------------------------

Officers and Trustees 6
Fund Ownership 8
Trustees Compensation 8
Trustee Liability 8

INVESTMENT ADVISORY SERVICES 9
- ---------------------------------------------------------------

Adviser to the Fund 9
Advisory Fees 9

BROKERAGE TRANSACTIONS 9
- ---------------------------------------------------------------

ADMINISTRATIVE SERVICES 10
- ---------------------------------------------------------------

PURCHASING SHARES 10
- ---------------------------------------------------------------

Distribution Plans (Class A, Class B and
Class C Investment Shares) 11
Shareholder Services Plan 11

DETERMINING NET ASSET VALUE 11
- ---------------------------------------------------------------

Determining Market Value of Securities 11

REDEEMING SHARES 12
- ---------------------------------------------------------------

Redemption in Kind 12

TAX STATUS 12
- ---------------------------------------------------------------

The Fund's Tax Status 12
Shareholders' Tax Status 13

TOTAL RETURN 13
- ---------------------------------------------------------------

YIELD 13
- ---------------------------------------------------------------

PERFORMANCE COMPARISONS 13
- ---------------------------------------------------------------

FINANCIAL STATEMENTS 14
- ---------------------------------------------------------------

APPENDIX 15
- ---------------------------------------------------------------

GENERAL INFORMATION ABOUT THE FUND
- --------------------------------------------------------------------------------

First Union Fixed Income Portfolio (the "Fund") is a portfolio in First Union
Funds (the "Trust"). The Trust was established as a Massachusetts business trust
under a Declaration of Trust dated August 30, 1984. On January 4, 1993, the name
of the Trust was changed from "The Salem Funds" to "First Union Funds."

Shares of the Fund are offered in four classes: Y Shares, Class A Investment
Shares, Class B Investment Shares, and Class C Investment Shares (individually
and collectively referred to as "Shares"). This Combined Statement of Additional
Information relates to the above-mentioned Shares of the Fund.

INVESTMENT OBJECTIVES AND POLICIES
- --------------------------------------------------------------------------------

The primary investment objective of the Fund is to provide a high level of
current income. Capital growth is a secondary objective. The investment
objectives cannot be changed without approval of shareholders.

TYPES OF INVESTMENTS

The Fund invests primarily in investment grade debt securities which include:

.domestic issues of corporate debt obligations (rated A or higher by Moody's
Investors Service, Inc. or Standard & Poor's Ratings Group); and

.obligations issued or guaranteed by the U.S. government, its agencies, or
instrumentalities.

U.S. GOVERNMENT OBLIGATIONS

. The types of U.S. government obligations in which the Fund may invest
generally include obligations issued or guaranteed by U.S. government
agencies or instrumentalities. These securities are backed by:

. the discretionary authority of the U.S. government to purchase certain
obligations of agencies or
instrumentalities; or

. the credit of the agency or instrumentality issuing the obligations.

Examples of agencies and instrumentalities which may not always receive
financial support from the U.S. government are:

. Farm Credit System, including the National Bank for Cooperatives, Farm
Credit Banks, and Banks for Cooperatives;

. Farmers Home Administration;

. Federal Home Loan Banks;

. Federal Home Loan Mortgage Corporation;

. Federal National Mortgage Association;

. Government National Mortgage Association; and

. Student Loan Marketing Association.

ASSET-BACKED SECURITIES

Credit card receivables are generally unsecured and the debtors are entitled to
the protection of a number of state and federal consumer credit laws, many of
which give such debtors the right to set off certain amounts owed on the credit
cards, thereby reducing the balance due. Most issuers of asset-backed securities
backed by automobile receivables permit the servicers of such receivables to
retain possession of the underlying obligations. If the servicer were to sell
these obligations to another party, there is a risk that the purchaser would
acquire an interest superior to that of the holders of the related asset-backed
securities. In addition, because of the large number of vehicles involved in a
typical issuance and technical requirements under state laws, the trustee for
the holders of asset-backed securities backed by automobile receivables may not
have a proper security interest in all of the obligations backing such
receivables. Therefore, there is the possibility that recoveries on repossessed
collateral may not, in some cases, be available to support payments on these
securities.

In general, issues of asset-backed securities are structured to include
additional collateral and/or additional credit support to protect against the
risk that a portion of the collateral supporting the asset-backed securities may
default and/or may suffer from these defects. In evaluating the strength of
particular issues of asset-backed securities, the Fund's adviser considers the
financial strength of the guarantor or other provider of credit support, the
type and extent of credit enhancement provided as well as the documentation and
structure of the issue itself and the credit support.

COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS)

Privately issued CMOs generally represent an ownership interest in federal
agency mortgage pass-through securities such as those issued by Government
National Mortgage Association. The terms and characteristics of the mortgage
instruments may vary among pass-through mortgage loan pools.

Most of the CMOs in which the Fund would invest use the same basic structure:

.Several classes of securities are issued against a pool of mortgage collateral.
The most common structure contains four classes of securities: the first three
(A, B, and C bonds) pay interest at their stated rates beginning with the issue
date; the final class (or Z bond) typically receives the residual income from
the underlying investment after payments are made to the other classes.

.The cash flows from the underlying mortgages are applied first to pay interest
and then to retire securities.

.The classes of securities are retired sequentially. All principal payments are
directed first to the shortest maturity class (or A bonds). When those
securities are completely retired, all principal payments are then directed to
the next-shortest-maturity security (or B bond). This process continues until
all of the classes have been paid off.

The market for such CMOs has expanded considerably since its inception. The size
of the primary issuance market and the active participation in the secondary
market by securities dealers and other investors make government-related pools
highly liquid.

RESTRICTED AND ILLIQUID SECURITIES

The ability of the Board of Trustees ("Trustees") to determine the liquidity of
certain restricted securities is permitted under a Securities and Exchange
Commission ("SEC") Staff position set forth in the adopting release for Rule
144A under the Securities Act of 1933 (the "Rule"). The Rule is a non-exclusive,
safe-harbor for certain secondary market transactions involving securities
subject to restrictions on resale under federal securities laws. The Rule
provides an exemption from registration for resales of otherwise restricted
securities to qualified institutional buyers. The Rule was expected to further
enhance the liquidity of the secondary market for securities eligible for resale
under the Rule. The Fund believes that the Staff of the SEC has left the
question of determining the liquidity of all restricted securities (eligible for
resale under the Rule) for determination by the Trustees. The Trustees consider
the following criteria in determining the liquidity of certain restricted
securities:

.the frequency of trades and quotes for the security;

.the number of dealers willing to purchase or sell the security and the number
of other potential buyers;

.dealer undertakings to make a market in the security; and

.the nature of the security and the nature of the marketplace trades.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

These transactions are made to secure what is considered to be an advantageous
price or 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.

OPTIONS AND FUTURES TRANSACTIONS

Options which the Fund will trade must be listed on national securities
exchanges. Exchanges on which such options currently are traded are the Chicago
Board Options Exchange and the New York, American, Pacific and Philadelphia
Stock Exchanges ("Exchanges").

PURCHASING PUT AND CALL OPTIONS ON FINANCIAL FUTURES CONTRACTS

The Fund may purchase listed put and call options on financial futures
contracts for U.S. government securities. Unlike entering directly into a
futures contract, which requires the purchaser to buy a financial
instrument on a set date at an undetermined price, the purchase of a put
option on a futures contract entitles (but does not obligate) its
purchaser to decide on or before a future date whether to assume a short
position at the specified price.

The Fund may purchase put and call options on futures to protect
portfolio securities against decreases in value resulting from an
anticipated increase in market interest rates. Generally, if the hedged
portfolio securities decrease in value during the term of an option, the
related futures contracts will also decrease in value and the put option
will increase in value. In such an event, the Fund will normally close
out its option by selling an identical put option. If the hedge is
successful, the proceeds received by the Fund upon the sale of the put
option will be large enough to offset both the premium paid by the Fund
for the put option plus the realized decrease in value of the hedged
securities.

Alternately, the Fund may exercise its put option to close out the
position. To do so, it would enter into a futures contract of the type
underlying the option. If the Fund neither closes out nor exercises an
option, the option will expire on the date provided in the option
contract, and only the premium paid for the contract will be lost.

PURCHASING OPTIONS

The Fund may purchase call and put options for the purpose of offsetting
previously written call and put options of the same series. If the Fund
is unable to effect a closing purchase transaction with respect to
covered option it has written, the Fund will not be able to sell the
underlying securities or dispose of assets held in a segregated account
until the options expire or are exercised.

The Fund currently does not intend to invest more than 5% of its net
assets in options transactions.

The Fund intends to purchase put and call options on currency and other
financial futures contracts for hedging purposes. A put option purchased
by the Fund would give it the right to assume a position as the seller of
a futures contract. A call option purchased by the Fund would give it the
right to assume a position as the purchaser of a futures contract. The
purchase of an option on a futures contract requires the Fund to pay a
premium. In exchange for the premium, the Fund becomes entitled to
exercise the benefits, if any, provided by the futures contract, but is
not required to take any action under the contract. If the option cannot
be exercised profitably before it expires, the Fund's loss will be
limited to the amount of the premium and any transaction costs.

The Fund may not purchase or sell futures contracts or related options if
immediately thereafter the sum of the amount of margin deposits on the
Fund's existing futures positions and premiums paid for related options
would exceed 5% of the market value of the Fund's total assets. When the
Fund purchases futures contracts, an amount of cash and cash equivalents,
equal to the underlying commodity value of the futures contracts (less
any related margin deposits), will be deposited in a segregated account
with the Fund's custodian (or the broker, if legally permitted) to
collateralize the position and, thereby, insure that the use of such
futures contracts is unleveraged.

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. The Fund does not have the right to vote securities on loan, but would
terminate the loan and regain the right to vote if that were considered
important with respect to the investment.

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.

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.

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 maintained until the transaction is settled.

FOREIGN CURRENCY TRANSACTIONS

As one way of managing exchange rate risk, the Fund may enter into forward
currency exchange contracts (agreements to purchase or sell currencies at a
specified price and date). The exchange rate for the transaction (the amount of
currency a Fund will deliver and receive when the contract is completed) is
fixed when the Fund enters into the contract. The Fund usually will enter into
these contracts to stabilize the U.S. dollar value of a security it has agreed
to buy or sell. The Fund intends to use these contracts to hedge the U.S. dollar
value of a security it already owns, particularly if the Fund expects a decrease
in the value of the currency in which the

foreign security is denominated. Although the Fund will attempt to benefit from
using forward contracts, the success of its hedging strategy will depend on the
Adviser's ability to predict accurately the future exchange rates between
foreign currencies and the U.S. dollar. The value of the Fund's investments
denominated in foreign currencies will depend on the relative strengths of those
currencies and the U.S. dollar, and the Fund may be affected favorably or
unfavorably by changes in the exchange rates or exchange control regulations
between foreign currencies and the dollar. Changes in foreign currency exchange
rates also may affect the value of dividends and interest earned, gains and
losses realized on the sale of securities and net investment income and gains,
if any, to be distributed to shareholders by the Fund. The Fund may also
purchase and sell options related to foreign currencies in connection with
hedging strategies.

The Fund will not enter into forward contracts for hedging purposes in a
particular currency in an amount in excess of the Fund's assets denominated in
that currency, but as consistent with its other investment policies, is not
otherwise limited in its ability to use this strategy.

PORTFOLIO TURNOVER

INVESTMENT LIMITATIONS

BUYING ON MARGIN

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

SELLING SHORT

The Fund will not make short sales of securities or maintain a short
position, unless at all times when a short position is open it owns an
equal amount of such securities or of securities which, without payment
of any further consideration, are convertible into or exchangeable for
securities of the same issue as, and equal in amount to, the securities
sold short.

The use of short sales will allow the Fund to retain certain bonds in its
portfolio longer than it would without such sales. To the extent that the
Fund receives the current income produced by such bonds for a longer
period than it might otherwise, the Fund's investment objective of
current income is furthered.

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 as a temporary
measure for extraordinary or emergency purposes and then only in amounts
not in excess of 5% of the value of its total assets or in an amount up
to one-third of the value of its total assets, including the amount
borrowed, in order to meet redemption requests without immediately
selling portfolio instruments. Any such borrowings need not be
collateralized. The Fund will not purchase any securities while
borrowings in excess of 5% of the value of its total assets are
outstanding.

The Fund will not borrow money or engage in reverse repurchase agreements
for investment leverage purposes.

PLEDGING ASSETS

INVESTING IN REAL ESTATE

The Fund will not buy or sell real estate, although it may invest in the
securities of companies whose business involves the purchase or sale of
real estate or in securities which are secured by real estate or
interests in real estate.

INVESTING IN COMMODITIES

The Fund will not purchase or sell commodities or commodity contracts.
However, the Fund may enter into futures contracts on financial
instruments or currency and sell or buy options on such contracts.

RESTRICTED SECURITIES

The Fund will not invest more than 10% of the value of its net assets in
securities subject to restrictions on resale under federal securities
laws.

UNDERWRITING

The Fund will not underwrite any issue of securities, except as it may be
deemed to be an underwriter under the Securities Act of 1933 in
connection with the sale of securities in accordance with its investment
objectives, policies, and limitations.

LENDING CASH OR SECURITIES

The Fund will not lend any of its assets except portfolio securities in
accordance with its investment objectives, policies and limitations or
lend portfolio securities valued at more than 15% of its total assets to
broker/dealers.

CONCENTRATION OF INVESTMENTS

The Fund will not invest 25% or more of the value of its total assets in
any one industry, except that it may invest more than 25% of its total
assets in securities issued or guaranteed by U.S. government, its
agencies or instrumentalities.

DIVERSIFICATION OF INVESTMENTS

With respect to 75% of the value of its assets, the Fund will not
purchase securities of any one issuer (other than cash, cash items or
securities issued or guaranteed by the U.S. government, its agencies or
instrumentalities) if as a result more than 5% of the value of its total
assets would be invested in the securities of that issuer.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

The Fund will purchase securities of investment companies only in
open-market transactions involving customary broker's commissions.
However, these limitations are not applicable if the securities are
acquired in a merger, consolidation, or acquisition of assets. It should
be noted that investment companies incur certain expenses such as
management fees, and therefore any investment by a Fund in shares of
another investment company would be subject to such duplicate expenses.

INVESTING IN ILLIQUID SECURITIES

The Fund will not invest more than 10% of the value of its net assets in
illiquid securities, including repurchase agreements providing for
settlement in more than seven days after notice, and certain restricted
securities not determined by the Trustees to be liquid.

The above investment limitations cannot be changed without shareholder approval.
The following investment limitations, however, may be changed by the Trustees
without shareholder approval. Shareholders will be notified before any material
change in these policies becomes effective.

INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF
THE TRUST

The Fund will not purchase or retain the securities of any issuer if the
officers and Trustees of the Trust or its investment adviser, owning
individually more than 1/2 of 1% of the issuer's securities, together own
more than 5% of the issuer's securities.

INVESTING IN NEW ISSUERS

The Fund will not invest more than 5% of its total assets in securities
of unseasoned issuers, including their predecessors, that have been in
operation for less than three years.

INVESTING IN WARRANTS

The Fund will not invest more than 5% of its net assets in warrants,
including those acquired in units or attached to other securities. To
comply with certain state restrictions, the Fund will limit its
investment in such warrants not listed on the New York or American Stock
Exchange to 2% of its net assets. (If state restrictions change, this
latter restriction may be revised without notice to shareholders.) For
purposes of this investment restriction, warrants acquired by the Fund in
units or attached to securities may be deemed to be without value.

Although not fundamental restrictions or policies requiring a shareholder vote,
the Fund has also undertaken the following limitation to a state securities
authority for as long as the state authority requires and shares of the Fund are
registered for sale in that state.

INVESTING IN MINERALS

The Fund will not purchase interests in oil, gas, or other mineral
exploration or development programs, or leases, although it may purchase
the securities of issuers which invest in or sponsor such programs.

In order to comply with registration requirements of a certain state, the Fund
will not invest in real estate limited partnerships.

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 did not borrow money, sell securities short, invest in reverse
repurchase agreements in excess of 5% of the value of its net assets, or invest
more than 5% of its net assets in the securities of other investment companies
in the last fiscal year, and has no present intent to do so during the coming
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."

FIRST UNION FUNDS MANAGEMENT
- --------------------------------------------------------------------------------

OFFICERS AND TRUSTEES

Officers and Trustees are listed with their addresses, birthdates, present
positions with First Union Funds, and principal occupations. Each of the
Trustees of First Union Funds listed below, with the exception of Edward C.
Gonzales, also serves as a trustee of the Evergreen Family of Mutual Funds, a
group of investment companies that is advised by Evergreen Asset Management
Corp., a wholly-owned subsidiary of First Union National Bank of North Carolina,
N.A.
- --------------------------------------------------------------------------------

James S. Howell
4124 Crossgate Road
Charlotte, NC
Birthdate: August 13, 1924

Chairman and Trustee
Retired Vice President of Lance Inc. (food manufacturing).
- --------------------------------------------------------------------------------

Gerald M. McDonnell
821 Regency Drive
Charlotte, NC
Birthdate: July 14, 1939

Trustee

Sales Representative with Nucor-Yamoto, Inc. (steel producer) (since 1988);
formerly with Northwestern Steel & Wire Company (1986-1988).
- --------------------------------------------------------------------------------

Thomas L. McVerry
4419 Parview Drive
Charlotte, NC
Birthdate: August 2, 1938

Trustee

Business and management adviser (since 1990); formerly, Vice President
(1989-1990) and member of the Board of Directors (1988-1990), Rexham Industries,
Inc. (diverse manufacturer); and Vice President, Finance and Resources, Rexham
Corporation (1979-1990).
- --------------------------------------------------------------------------------

William Walt Pettit*
Carillon Building
Suite 2170
227 West Trade Street
Charlotte, NC
Birthdate: August 26, 1955

Trustee

Principal in the law firm Holcomb and Pettit, P.A. (since 1988); formerly with
Clontz and Clontz (1980-1988).
- --------------------------------------------------------------------------------

Russell A. Salton, III, M.D.
Primary Physician Care
1515 Mockingbird Lane
Park Seneca Building
Suite 300
Charlotte, NC
Birthdate: June 2, 1947

Trustee

Chairman and Medical Director, and formerly, President (1990-1993), Primary
PhysicianCare, Inc.; formerly, President, Metrolina Family Practice Group, P.A.
(1982-1989).
- --------------------------------------------------------------------------------

Michael S. Scofield
212 S. Tryon Street
Suite 980
Charlotte, NC
Birthdate: February 20, 1943

Trustee

Attorney; formerly, Partner with Wardlow, Knox, Knox, Freeman & Scofield
(attorneys) (1982-1986).
- --------------------------------------------------------------------------------

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

President, Treasurer, and Trustee

Vice President, Treasurer, and Trustee, Federated Investors; Vice President and
Treasurer, Federated Advisers, Federated Management, Federated Research,
Federated Research Corp., and Passport Research, Ltd.; Executive Vice President,
Treasurer, and Director, Federated Securities Corp.; Trustee, Federated Services
Company and Federated Shareholder Services; Chairman, Treasurer, and Trustee,
Federated Administrative Services; Vice President, Treasurer, and Trustee of
certain investment companies advised or distributed by affiliates of Federated
Investors.
- --------------------------------------------------------------------------------

Joseph S. Machi
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 22, 1962

Vice President and Assistant Treasurer

Vice President, Federated Administrative Services; Director, Private Label
Management, Federated Investors; Vice President and Assistant Treasurer of
certain investment companies for which Federated Securities Corp. is the
principal distributor.
- --------------------------------------------------------------------------------

Peter J. Germain
Federated Investors Tower
Pittsburgh, PA
Birthdate: September 3, 1959

Secretary

Senior Corporate Counsel, Federated Investors.
- --------------------------------------------------------------------------------

*These Trustees are each deemed to be an "interested person" of the Trust as
defined in the Investment Company Act of 1940.

FUND OWNERSHIP

Officers and Trustees own less than 1% of the Fund's outstanding Shares.

As of February 6, 1995, the following shareholders of record owned 5% or more of
the outstanding Y shares of the Fund: First Union National Bank, Charlotte,
North Carolina, owned approximately 2,649,423 Shares (7.46%) and First Union
National Bank Trust Accounts, Charlotte, North Carolina, owned approximately
32,878,796 Shares (92.54%).

As of February 6, 1995, no shareholders of record owned 5% or more of the
outstanding Class A Investment Shares of the Fund.

As of February 6, 1995, no shareholders of record owned 5% or more of the
outstanding Class B Investment Shares of the Fund.

As of February 6, 1995, the following shareholders of record owned 5% or more of
the outstanding Class C Investment Shares of the Fund: First Union Brokerage
Services & Co. ("FUBS"), for the exclusive benefit of Sidney Goldberg,
Deerfield, Florida, owned approximately 7,099 Shares (13.15%); FUBS, for the
exclusive benefit of Wayne C. Shultz IRA, Griffin, Georgia, owned approximately
3,119 Shares (5.78%); FUBS, for the exclusive benefit of Robert S. New Sr. and
Willa May New, Pensacola, Florida, owned approximately 3,121 Shares (5.78%);
FUBS, for the exclusive benefit of Kerry D. Fitzgerald GDN, Christina Griffin,
Ft. Lauderdale, Florida, owned approximately 10,305 Shares (19.09%); FUBS, for
the exclusive benefit of Francis O. Hunt and Mitchell W. Hunt, Lexington, North
Carolina, owned approximately 3,147 Shares (5.83%); FUBS, for the exclusive
benefit of Lucile L. Murray, Atlanta, Georgia, owned approximately 10,277 Shares
(19.03%); FUBS, for the exclusive benefit of Melissa Gerace, Atlanta, Georgia,
owned approximately 3,121 Shares (5.78%); and FUBS, for the exclusive benefit of
Kathleen W. Gladfelter, Atlanta, Georgia, owned approximately 3,653 Shares
(6.77%).

TRUSTEES COMPENSATION

AGGREGATE
NAME, POSITION COMPENSATION
WITH TRUST FROM TRUST*+
James S. Howell,
Chairman and Trustee $14,900

Edward C. Gonzales, President,
Treasurer and Trustee $0

Gerald M. McDonnell, Trustee $11,900

Thomas L. McVerry, Trustee $11,900

William Walt Pettit, Trustee $11,900

Russell A. Salton, III, M.D., Trustee $11,900

Michael S. Scofield, Trustee $11,700

*Information is furnished for the fiscal year ended December 31, 1994. The Trust
is the only investment company in the Fund Complex.

+The aggregate compensation is provided for the Trust which is comprised of
seventeen portfolios.

TRUSTEE LIABILITY

The Trust's Declaration of Trust provides that a Trustee shall be liable for his
own wilful defaults, but shall not be liable for errors of judgment or mistakes
of fact or law. If reasonable care has been exercised in the selection of
officers, agents, employees, or investment advisers, a Trustee shall not be
liable for any neglect or wrongdoing of any such person. However, a Trustee is
not protected against any liability to which he would otherwise be subject by
reason of wilful misfeasance, bad faith, gross negligence, or reckless disregard
of the duties involved in the conduct of his office.

INVESTMENT ADVISORY SERVICES
- --------------------------------------------------------------------------------

ADVISER TO THE FUND

The Fund's investment adviser is First Union National Bank of North Carolina
(the "Adviser" or "First Union"). It provides investment advisory services
through its Capital Management Group. First Union is a subsidiary of First Union
Corporation, a bank holding company headquartered in Charlotte, North Carolina.

The Adviser shall not be liable to the Trust, the Fund or any shareholder of the
Fund for any losses that may be sustained in the purchase, holding, or sale of
any security, or for anything done or omitted by it, except acts or omissions
involving wilful misfeasance, bad faith, gross negligence, or reckless disregard
of the duties imposed upon it by its contract with the Trust.

Because of the internal controls maintained by First Union to restrict the flow
of non-public information, the Fund's investments are typically made without any
knowledge of First Union's or its affiliates' lending relationship with an
issuer.

ADVISORY FEES

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

For the fiscal years ended December 31, 1994, 1993, and 1992, the Adviser earned
advisory fees of $2,022,773, $1,894,693, and $1,531,707, respectively.

STATE EXPENSE LIMITATIONS

The Adviser has undertaken to comply with the expense limitations
established by certain states for investment companies whose shares are
registered for sale in those states. If the Fund's normal operating
expenses (including the investment advisory fee, but not including
brokerage commissions, interest, taxes, and extraordinary expenses)
exceed 2-1/2% per year of the first $30 million of average net assets, 2%
per year of the next $70 million of average net assets, and 1-1/2% per
year of the remaining average net assets, the Adviser will reimburse the
Fund for its expenses over the limitation.

If the Fund's monthly projected operating expenses exceed this
limitation, the investment advisory fee paid will be reduced by the
amount of the excess, subject to an annual adjustment. If the expense
limitation is exceeded, the amount to be reimbursed by the Adviser will
be limited, in any single fiscal year, by the amount of the investment
advisory fee.

This arrangement is not part of the advisory contract and may be amended
or rescinded in the future.

BROKERAGE TRANSACTIONS
- --------------------------------------------------------------------------------

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Adviser looks for prompt execution of the order at a favorable
price. In working with dealers, the Adviser will generally utilize those who are
recognized dealers in specific portfolio instruments, except when a better price
and execution of the order can be obtained elsewhere. The Adviser may, from time
to time, use brokers affiliated with the Trust, Federated Securities Corp., or
their affiliates. The Adviser makes decisions on portfolio transactions and
selects brokers and dealers subject to review by the Trustees.

The Adviser may select brokers and dealers who offer brokerage and research
services. These services may be furnished directly to the Fund or to the 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.

The 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.

Research services provided by brokers and dealers may be used by the Adviser in
advising the Fund and other accounts. To the extent that receipt of these
services may supplant services for which the Adviser or its affiliates might
otherwise have paid, it would tend to reduce their expenses.

For the fiscal years ended December 31, 1994, 1993, and 1992, the Fund paid
$9,198, $7,908, and $15,573, respectively, in commissions on brokerage
transactions.

ADMINISTRATIVE SERVICES
- --------------------------------------------------------------------------------

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

For the fiscal years ended December 31, 1994, 1993, and 1992, the Fund incurred
$341,243, $331,342, and $282,292, respectively, in administrative service costs.

PURCHASING SHARES
- --------------------------------------------------------------------------------

Shares are sold at their net asset value, plus a sales charge, if applicable, on
days the New York Stock Exchange and the Federal Reserve Wire System are open
for business. The procedure for purchasing Shares is explained in the respective
prospectus under "How to Buy Shares."

REDUCING THE SALES CHARGE

The sales charge can be reduced on the purchase of Class A Investment
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

Larger purchases reduce the sales charge paid. The Fund will combine
purchases of Shares 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 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 then 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 4.75%.

To receive the sales charge reduction, Federated Securities Corp. ("FSC")
must be notified by the shareholder in writing at the time the purchase
is made that 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 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 4.75% of the total amount intended to be purchased in escrow
(in Shares) until such purchase is completed.

The amount 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.

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. FSC 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.

CONCURRENT PURCHASES

For purposes of qualifying for a sales charge reduction, a shareholder
has the privilege of combining concurrent purchases of two or more First
Union Funds in the Trust, the purchase price of which includes a sales
charge. For example, if a shareholder concurrently invested $30,000 in
shares of one of the other First Union Funds with a sales charge, and
$70,000 in Shares of the Fund, the sales charge would be reduced.

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

DISTRIBUTION PLANS (CLASS A, CLASS B AND CLASS C INVESTMENT SHARES)

With respect to the Class A, Class B and Class C Investment Shares classes of
the Fund, the Trust has adopted distribution plans (the "Plans") pursuant to
Rule 12b-1 which was promulgated by the SEC pursuant to the Investment Company
Act of 1940. The Plans permit the payment of fees to brokers for distribution
and administrative services and to administrators for administrative services as
to Class A, Class B and Class C Investment Shares. The Plans are designed to (i)
stimulate brokers to provide distribution and administrative support services to
the Fund and holders of Class A, Class B and Class C Investment Shares and (ii)
stimulate administrators to render administrative support services to the Fund
and holders of Class A, Class B and Class C Investment Shares. The
administrative services are provided by a representative who has knowledge of
the shareholder's particular circumstances and goals, and include, but are not
limited to: providing office space, equipment, telephone facilities, and various
personnel, including clerical, supervisory, and computer, 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 regarding Class
A, Class B and Class C Investment Shares; assisting clients in changing dividend
options, account designations, and addresses; and providing such other services
as the Fund reasonably requests for its Class A, Class B and Class C Investment
Shares.

By adopting the Plans, the Trustees expect 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
seeking to achieve its investment objectives. By identifying potential investors
whose needs are served by the Fund's objectives, and properly servicing these
accounts, the Fund may be able to curb sharp fluctuations in rates of
redemptions and sales.

Other benefits which the Trust hopes to achieve through the Plans include, but
are not limited to, the following:
(1) an efficient and effective administrative system; (2) a more efficient use
of shareholder assets by having them rapidly invested in the Fund, through an
automatic transfer of funds from a demand deposit account to an investment
account, with a minimum of delay and administrative detail; and (3) an efficient
and reliable shareholder records system with prompt responses to shareholders'
requests and inquiries concerning their accounts.

Although state securities laws differ, administrators in some states may be
required to register as brokers and dealers pursuant to state law.

For the fiscal year ended December 31, 1994, the Fund incurred $21,670 in
distribution services fees on behalf of Class A Investment Shares.

For the fiscal year ended December 31, 1994, the Fund incurred $108,896 in
distribution services fees on behalf of Class B Investment Shares.

For the period from September 6, 1994 (commencement of operations) to December
31, 1994, the Fund incurred $918 in distribution services fees on behalf of
Class C Investment Shares.

ADMINISTRATIVE ARRANGEMENTS

FSC may also pay financial institutions a fee based upon the average net
asset value of Shares of their customers for providing administrative
services. This fee is in addition to the amounts paid under the Plans for
administrative services, and if paid, will be reimbursed by the Adviser
and not the Fund.

SHAREHOLDER SERVICES PLAN

For the period ended December 31, 1994, the Fund incurred shareholder services
fees of $14,697 and $306, respectively, on behalf of Class B Investment Shares
and Class C Investment Shares.

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

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

DETERMINING MARKET VALUE OF SECURITIES

The market values of the Fund's portfolio securities, other than options, are
determined as follows:

.according to the last sale price on a national securities exchange, if
available;

.in the absence of recorded sales for equity securities, according to the mean
between the current closing bid and asked prices and for bonds and other fixed
income securities as determined by an independent pricing service;

.for short-term obligations, according to the mean between bid and asked prices,
as furnished by an independent pricing service,, or for short-term obligations
with remaining maturities of less than 60 days at the time of purchase, at
amortized cost unless the Trustees determine this is not fair value; or

.at fair value as determined in good faith by the Trustees.

Prices provided by independent pricing services may be determined without
relying exclusively on quoted prices. Pricing services may consider:

.yield;

.quality;

.coupon rate;

.maturity;

.type of issue;

.trading characteristics; and

.other market data.

The Fund will value futures contracts, options, put and call options on futures
and financial futures at their market values established by the Exchanges at the
close of option trading on such Exchanges, unless the Trustees determine in good
faith that another method of valuing option positions is necessary.

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

The Fund redeems Shares at the next computed net asset value after the Fund
receives the redemption request, plus a contingent deferred sales charge, if
applicable. Redemptions will be made on days on which the Fund computes its net
asset values. 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. Redemption procedures are explained in the respective prospectus
under "How to Redeem Shares."

REDEMPTION IN KIND

The Trust 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 respective
class's net asset value during any 90-day period.

Any redemption beyond this amount will also be in cash unless the Trustees
determine that payments should be in kind. In such a case, the Fund will pay all
or a portion of the remainder of the redemption in portfolio instruments, valued
in the same way as the Fund determines net asset value. The portfolio
instruments will be selected in a manner that the Trustees deem fair and
equitable.

Redemption in kind is not as liquid as a cash redemption. If redemption is made
in kind, shareholders receiving their securities and selling them before their
maturity could receive less than the redemption value of their securities and
could incur certain transaction costs.

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, as amended,
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:

.derive at least 90% of its gross income from dividends, interest, and gains
from the sale of securities;

.derive less than 30% of its gross income from the sale of securities held less
than three months;

.invest in securities within certain statutory limits; and

.distribute to its shareholders at least 90% of its net income earned during the
year.

SHAREHOLDERS' TAX STATUS

Shareholders are subject to federal income tax on dividends and capital gains
received as cash or additional Shares.

CAPITAL GAINS

Shareholders will pay federal income tax at capital gains rates on
long-term capital gains distributed to them regardless of how long they
have held the Shares.

TOTAL RETURN
- --------------------------------------------------------------------------------

The Fund's average annual total returns for Y Shares for the one-year period
ended December 31, 1994, and for the period from December 31, 1990 (start of
performance) to December 31, 1994 were (2.55%) and 6.48%, respectively.

The Fund's average annual total returns for Class A Investment Shares for the
one-year period ended
December 31, 1994, and for the period from January 31, 1989 (start of
performance) to December 31, 1994 were (7.20%) and 6.50%, respectively.

The Fund's average annual total returns for Class B Investment Shares for the
one-year period ended
December 31, 1994, and for the period from January 25, 1993 (start of
performance) to December 31, 1994 were (8.20%) and (0.80%), respectively.

The Fund's cumulative total return for Class C Investment Shares for the period
from September 2, 1994 (start of performance) to December 31, 1994 was (2.30%).

The average annual total return for all classes of Shares of the Fund 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, less any applicable sales
load, adjusted over the period by any additional shares, assuming a quarterly
reinvestment of all dividends and distributions. Any applicable contingent
deferred sales charge is deducted from the ending value of the investment based
on the lesser of the original purchase price or the net asset value of Shares
redeemed.

Cumulative total return reflects the Class C Investment Shares' total
performance over a specific period of time. This total return assumes and is
reduced by the payment of the maximum sales load and any contingent deferred
sales charge, if applicable. The Class C Investment Shares' total return is
representative of only four months of investment activity since the start of
performance.

YIELD
- --------------------------------------------------------------------------------

The Fund's yield for Y Shares for the thirty-day period ended December 31, 1994
was 6.97%.

The Fund's yield for Class A Investment Shares for the thirty-day period ended
December 31, 1994 was 6.53%.

The Fund's yield for Class B Investment Shares for the thirty-day period ended
December 31, 1994 was 5.95%.

The Fund's yield for Class C Investment Shares for the thirty-day period ended
December 31, 1994 was 5.95%.

The yield for all classes of shares of the Fund is determined by dividing the
net investment income per Share (as defined by the SEC) earned by any class of
Shares over a thirty-day period by the maximum offering price per share of any
class on the last day of the period. This value is then 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 twelve-month
period and is reinvested every six months. The yield does not necessarily
reflect income actually earned by any class because of certain adjustments
required by the SEC and, therefore, may not correlate to the dividends or other
distributions paid to shareholders.

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

PERFORMANCE COMPARISONS
- --------------------------------------------------------------------------------

The performance of all classes of Shares depends upon such variables as:

.portfolio quality;

.average portfolio maturity;

.type of instruments in which the portfolio is invested;

.changes in interest rates and market value of portfolio securities;

.changes in the Fund's or any class of Shares' expenses; and

.various other factors.

Each class of Shares' performance fluctuates on a daily basis largely because
net earnings and offering price per Share fluctuate daily. Both net earnings and
offering price per Share are factors in the computation of yield and total
return.

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:

.LEHMAN BROTHERS GOVERNMENT/CORPORATE BOND INDEX is comprised of approximately
5,000 issues, which include: non-convertible bonds publicly issued by the U.S.
government or its agencies; corporate bonds guaranteed by the U.S. government
and quasi-federal corporations; and publicly issued, fixed rate,
non-convertible domestic bonds of companies in industry, public utilities, and
finance. The average maturity of these bonds approximates nine years. Tracked
by Lehman Brothers, Inc., the index calculates total returns for one-month,
three-month, twelve-month, and ten-year periods and year-to-date.

.SALOMON BROTHERS AAA-AA CORPORATE index calculates total returns of
approximately 775 issues which include long-term, high grade domestic corporate
taxable bonds, rated AAA-AA with maturities of twelve years or more and
companies in industry, public utilities, and finance.

.LEHMAN BROTHERS INTERMEDIATE GOVERNMENT/CORPORATE BOND INDEX is comprised of
issues which include: non-convertible bonds publicly issued by the U.S.
government or its agencies; corporate bonds guaranteed by the U.S. government
and quasi-federal corporations; and publicly issued, fixed rate,
non-convertible domestic bonds of companies in industry, public utilities, and
finance. The average maturity of these bonds is between 1 and 9.9 years.

.MORNINGSTAR, INC., an independent rating service, is the publisher of the
bi-weekly Mutual Fund Values. Mutual Fund Values rates more than 1,000
NASDAQ-listed mutual funds of all types, according to their risk-adjusted
returns. The maximum rating is five stars, and ratings are effective for two
weeks.

Advertisements and other sales literature for all classes of Shares 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 any class
of Shares based on the monthly reinvestment of dividends over a specified period
of time. In addition, advertisements and sales literature for the Fund may
include charts and other illustrations which depict the hypothetical growth of
an investment in a systematic investment plan.

Advertisements may quote performance information which does not reflect the
effect of the sales load or contingent deferred sales charge, if applicable.

FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

The financial statements for First Union Fixed Income Portfolio for the fiscal
year ended December 31, 1994, are incorporated herein by reference from the
Income Funds' Annual Report, dated December 31, 1994 (File Nos.
2-94560 and 811-4154). A copy of the Annual Report may be obtained without
charge by contacting the Fund at the address located in the inside back cover of
the respective prospectus.

APPENDIX
- --------------------------------------------------------------------------------

STANDARD & POOR'S RATINGS GROUP CORPORATE BOND RATING DEFINITIONS

AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's Ratings
Group. 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 effects of changes in
circumstances and economic conditions than debt in higher rated categories.

MOODY'S INVESTORS SERVICE, INC. CORPORATE BOND RATING DEFINITIONS

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 sometime 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.

STANDARD & POOR'S RATINGS GROUP COMMERCIAL PAPER RATING DEFINITIONS

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.

MOODY'S INVESTORS SERVICE, INC. COMMERCIAL PAPER RATING DEFINITIONS

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.

G00850-22 (2/95)

FIRST UNION MANAGED BOND PORTFOLIO
A PORTFOLIO OF FIRST UNION FUNDS
Y SHARES
STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information should be read with the
prospectus of Y Shares for First Union Managed Bond Portfolio, dated
February 28, 1995. This Statement is not a prospectus itself. To
receive a copy of the Y Shares' prospectus, write First Union National
Bank of North Carolina, Capital Management Group, 1200 Two First Union
Center, Charlotte, North Carolina 28288-1156 or call 1-800-326-2584.

FEDERATED INVESTORS TOWER
PITTSBURGH, PENNSYLVANIA 15222-3779

Statement dated February 28, 1995

FEDERATED SECURITIES CORP.
---------------------------------------------------------
Distributor
A subsidiary of FEDERATED INVESTORS

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

GENERAL INFORMATION ABOUT THE FUND 1
- ---------------------------------------------------------------

INVESTMENT OBJECTIVES AND POLICIES 1
- ---------------------------------------------------------------

Types of Investments 1
Restricted and Illiquid Securities 1
When-Issued and Delayed
Delivery Transactions 1
Options and Futures Transactions 2
Lending of Portfolio Securities 3
Reverse Repurchase Agreements 3
Portfolio Turnover 3
Investment Limitations 3

FIRST UNION FUNDS MANAGEMENT 5
- ---------------------------------------------------------------

Officers and Trustees 5
Fund Ownership 7
Trustees Compensation 7
Trustee Liability 7

INVESTMENT ADVISORY SERVICES 7
- ---------------------------------------------------------------

Adviser to the Fund 7
Advisory Fees 8

BROKERAGE TRANSACTIONS 8
- ---------------------------------------------------------------

ADMINISTRATIVE SERVICES 8
- ---------------------------------------------------------------

PURCHASING SHARES 9
- ---------------------------------------------------------------

DETERMINING NET ASSET VALUE 9
- ---------------------------------------------------------------

Determining Market Value of Securities 9

REDEEMING SHARES 9
- ---------------------------------------------------------------

Redemption in Kind 9

TAX STATUS 10
- ---------------------------------------------------------------

The Fund's Tax Status 10
Shareholders' Tax Status 10

TOTAL RETURN 10
- ---------------------------------------------------------------

YIELD 10
- ---------------------------------------------------------------

PERFORMANCE COMPARISONS 10
- ---------------------------------------------------------------

FINANCIAL STATEMENTS 11
- ---------------------------------------------------------------

APPENDIX 12
- ---------------------------------------------------------------

GENERAL INFORMATION ABOUT THE FUND
- --------------------------------------------------------------------------------

First Union Managed Bond Portfolio (the "Fund") is a portfolio of First Union
Funds (the "Trust"). The Trust was established as a Massachusetts business trust
under a Declaration of Trust dated August 30, 1984. On January 4, 1993, the name
of the Trust was changed from "The Salem Funds" to "First Union Funds."

The Trust has established one class of shares: Y Shares ("Shares"). This
Statement of Additional Information relates to the Y Shares of the Fund.

INVESTMENT OBJECTIVES AND POLICIES
- --------------------------------------------------------------------------------

The investment objective of the Fund is to achieve total return. The investment
objective cannot be changed without approval of shareholders.

TYPES OF INVESTMENTS

The Fund invests primarily in high grade bonds, which include domestic issues of
corporate debt obligations rated A or better by Moody's Investors Service, Inc.
or Standard & Poor's Ratings Group, and obligations issued or guaranteed by the
U.S. government, its agencies, or instrumentalities.

U.S. GOVERNMENT OBLIGATIONS

The types of U.S. government obligations in which the Fund may invest
generally include obligations issued or guaranteed by U.S. government
agencies or instrumentalities. These securities are backed by:

. the discretionary authority of the U.S. government to purchase certain
obligations of agencies or instrumentalities; or

. the credit of the agency or instrumentality issuing the obligations.

. Examples of agencies and instrumentalities which may not always receive
financial support from the U.S. government are:

. Farm Credit System, including the National Bank of Cooperatives, Farm
Credit Banks, and Banks for Cooperatives;

. Farmers Home Administration;

. Federal Home Loan Banks

. Federal Home Loan Mortgage Corporation;

. Federal National Mortgage Association;

. Government National Mortgage Association; and

. Student Loan Marketing Association.

RESTRICTED AND ILLIQUID SECURITIES

. the frequency of trades and quotes for the security;

. the number of dealers willing to purchase or sell the security and the
number of other potential buyers;

. dealer undertakings to make a market in the security; and

. the nature of the security and the nature of the marketplace trades.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

OPTIONS AND FUTURES TRANSACTIONS

As a means of reducing fluctuations in the net asset value of Shares of the
Fund, the Fund may attempt to hedge all or a portion of its portfolio through
the purchase of put and call options on portfolio securities and listed put
options on financial futures contracts for portfolio securities. The Fund may
also write covered call options on its portfolio securities and covered put
options to attempt to increase its current income. The aggregate value of the
obligations underlying the puts will not exceed 5% of the Fund's net assets.
This policy cannot be changed without shareholder approval.

Unlike entering directly into a futures contract, which requires the purchaser
to buy a financial instrument on a set date at a predetermined price, the
purchase of a put option on a futures contract entitles (but does not obligate)
its purchaser to decide on or before a future date whether to assume a short
position at the specified price. Generally, if the hedged portfolio securities
decrease in value during the term of an option, the related futures contracts
will also decrease in value and the put option will increase in value. In such
an event, the Fund will normally close out its option by selling an identical
option. If the hedge is successful, the proceeds received by the Fund upon the
sale of the put option will be large enough to offset both the premium paid by
the Fund for the put option plus the realized decrease in value of the hedged
securities.

Alternately, the Fund may exercise its put option to close out the position. To
do so, it would enter into a futures contract of the type underlying the option.
If the Fund neither closes out nor exercises an option, the option will expire
on the date provided in the option contract, and only the premium paid for the
contract will be lost.

LIMITATION ON OPEN FUTURES POSITION

The Fund will not maintain open positions in futures contracts it has
sold or call options it has written on futures contracts if, in the
aggregate, the value of the open positions (marked to market) exceeds the
current market value of its securities portfolio plus or minus the
unrealized gain or loss on those open positions, adjusted for the
correlation of volatility between the hedged securities and the futures
contracts. If this limitation is exceeded at any time, the Fund will take
prompt action to close out a sufficient number of open contracts to bring
its open futures and options positions within this limitation.

"MARGIN" IN FUTURES TRANSACTIONS

Unlike the purchase or sale of a security, the Fund does not pay or
receive money upon the purchase or sale of a futures contract. Rather,
the Fund is required to deposit an amount of "initial margin" in cash or
U.S. Treasury bills with its custodian (or the broker, if legally
permitted). The nature of initial margin in futures transactions is
different from that of margin in securities transactions in that futures
contract initial margin does not involve the borrowing of funds by the
Fund to finance the transactions. Initial margin is in the nature of a
performance bond or good faith deposit on the contract which is returned
to the Fund upon termination of the futures contract, assuming all
contractual obligations have been satisfied.

A futures contract held by the Fund is valued daily at the official
settlement price of the exchange on which it is traded. Each day the Fund
pays or receives cash, called "variation margin," equal to the daily
change in value of the futures contract. This process is known as
"marking to market." Variation margin does not represent a borrowing or
loan by the Fund but is instead settlement between the Fund and the
broker of the amount one would owe the other if the futures contract
expired. In computing its daily net asset value, the Fund will
mark-to-market its open futures position. The Fund is also required to
deposit and maintain margin when it writes call options on futures
contracts.

The Fund may not purchase or sell futures contracts or related options if
immediately thereafter the sum of the amount of margin deposits on the
Fund's existing futures positions and premiums paid for related options
would exceed 5% of the market value of the Fund's total assets. When the
Fund purchases futures contracts, an amount of cash and cash equivalents,
equal to the underlying commodity value of the futures contracts (less
any related margin deposits), will be deposited in a segregated account
with the Fund's custodian (or the broker, if legally permitted) to
collateralize the position and thereby insure that the use of such
futures contracts is unleveraged.

PURCHASING OPTIONS

or increases in value. The Fund may purchase call and put options for the
purpose of offsetting previously written call options of the same series.
If the Fund is unable to effect a closing purchase transaction with
respect to covered options it has written, the Fund will not be able to
sell the underlying securities or dispose of assets held in a segregated
account until the options expire or are exercised.

The Fund currently does not intend to invest more than 5% of its net
assets in options transactions.

OPTIONS TRADING MARKETS

Options which the Fund will trade must be listed on national securities
exchanges. Exchanges on which such options currently are traded are the
Chicago Board Options Exchange and the New York, American, Pacific and
Philadelphia Stock Exchanges ("Exchanges").

LENDING OF PORTFOLIO SECURITIES

REVERSE REPURCHASE AGREEMENTS

PORTFOLIO TURNOVER

INVESTMENT LIMITATIONS

BUYING ON MARGIN

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

SELLING SHORT

ISSUING SENIOR SECURITIES AND BORROWING MONEY

The Fund will not issue senior securities except that the Fund may borrow
money and engage in reverse repurchase agreements in amounts up to
one-third of the value of its total assets, including the amounts
borrowed.

The Fund will not borrow money or engage in reverse repurchase agreements
for investment leverage, but rather as a temporary, extraordinary, or
emergency measure or to facilitate management of the portfolio by
enabling the Fund to meet redemption requests when the liquidation of
portfolio securities is deemed to be inconvenient or disadvantageous. The
Fund will not purchase any securities while any borrowings are
outstanding. During the period any reverse repurchase agreements are
outstanding, but only to the extent necessary to assure completion of the
reverse repurchase agreements, the Fund will restrict the purchase of
portfolio instruments to money market instruments maturing on or before
the expiration date of the reverse repurchase agreements.

PLEDGING ASSETS

The Fund will not mortgage, pledge, or hypothecate any assets except to
secure permitted borrowings. In those cases, it may pledge assets having
a market value not exceeding the lesser of the dollar amounts borrowed or
15% of the value of total assets at the time of the borrowing. Margin
deposits for the purchase and sale of financial futures contracts and
related options are not deemed to be a pledge.

INVESTING IN REAL ESTATE

INVESTING IN COMMODITIES

RESTRICTED SECURITIES

The Fund will not invest more than 10% of its net assets in securities
subject to restrictions on resale under the Securities Act of 1933
(except for certain restricted securities which meet the criteria for
liquidity established by the Trustees).

UNDERWRITING

LENDING CASH OR SECURITIES

The Fund will not lend any of its assets except portfolio securities in
accordance with its investment objective, policies and limitations.

CONCENTRATION OF INVESTMENTS

DIVERSIFICATION OF INVESTMENTS

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

INVESTING IN ILLIQUID SECURITIES

The Fund will not invest more than 10% of its net assets in securities
which are illiquid, including repurchase agreements providing for
settlement in more than seven days after notice, and certain restricted
securities determined by the Trustees not to be liquid.

INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF
THE TRUST

INVESTING IN MINERALS

The Fund will not purchase interests in oil, gas, or other mineral
exploration or development programs or leases, although it may purchase
the securities of issuers which invest in or sponsor such programs.

In addition, the Fund does not expect to invest more than 5% of its net assets
in the securities of other investment companies during the coming year.

FIRST UNION FUNDS MANAGEMENT
- --------------------------------------------------------------------------------

OFFICERS AND TRUSTEES

James S. Howell
4124 Crossgate Road
Charlotte, NC
Birthdate: August 13, 1924

Chairman and Trustee

Retired Vice President of Lance Inc. (food manufacturing).
- --------------------------------------------------------------------------------

Gerald M. McDonnell
821 Regency Drive
Charlotte, NC
Birthdate: July 14, 1939

Trustee

Thomas L. McVerry
4419 Parview Drive
Charlotte, NC
Birthdate: August 2, 1938

Trustee

William Walt Pettit*
Carillon Building
Suite 2170
227 West Trade Street
Charlotte, NC
Birthdate: August 26, 1955

Trustee

Principal in the law firm Holcomb and Pettit, P.A. (since 1988); formerly with
Clontz and Clontz (1980-1988).
- --------------------------------------------------------------------------------

Russell A. Salton, III, M.D.
Primary Physician Care
1515 Mockingbird Lane
Park Seneca Building
Suite 300
Charlotte, NC
Birthdate: June 2, 1947

Trustee

Michael S. Scofield
212 S. Tryon Street
Suite 980
Charlotte, NC
Birthdate: February 20, 1943

Trustee

Attorney; formerly, Partner with Wardlow, Knox, Knox, Freeman & Scofield
(attorneys) (1982-1986).
- --------------------------------------------------------------------------------

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

President, Treasurer, and Trustee

Vice President, Treasurer, and Trustee, Federated Investors; Vice President and
Treasurer, Federated Advisers, Federated Management, Federated Research Corp.,
and Passport Research, Ltd.; Executive Vice President, Treasurer, and Director,
Federated Securities Corp.; Trustee, Federated Services Company and Federated
Shareholder Services; Chairman, Treasurer, and Trustee, Federated Administrative
Services; Vice President, Treasurer, and Trustee of certain investment companies
advised or distributed by affiliates of Federated Investors.
- --------------------------------------------------------------------------------

Joseph S. Machi
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 22, 1962

Vice President and Assistant Treasurer

Secretary

Corporate Counsel, Federated Investors.
- --------------------------------------------------------------------------------

*These Trustees are each deemed to be an "interested person" of the Trust as
defined in the Investment Company Act of 1940.

FUND OWNERSHIP

Officers and Trustees own less than 1% of the Fund's outstanding Shares.

As of February 6, 1995, the following shareholders of record owned 5% or more of
the outstanding Y Shares of the Fund: First Union National Bank, Charlotte,
North Carolina, owned approximately 538,538 Shares (5.79%) and First Union
National Bank, Charlotte, North Carolina, owned approximately 8,511,525 Shares
(91.53%).

TRUSTEES COMPENSATION

AGGREGATE
NAME, POSITION COMPENSATION
WITH TRUST FROM TRUST*+
James S. Howell,
Chairman and Trustee $14,900

Edward C. Gonzales, President,
Treasurer and Trustee $0

Gerald M. McDonnell, Trustee $11,900

Thomas L. McVerry, Trustee $11,900

William Walt Petit, Trustee $11,900

Russell A. Salton, III, M.D., Trustee $11,900

Michael S. Scofield, Trustee $11,700

*Information is furnished for the fiscal year ended December 31, 1994. The Trust
is the only investment company in the Fund Complex.

+The aggregate compensation is provided for the Trust which is comprised of
seventeen portfolios.

TRUSTEE LIABILITY

INVESTMENT ADVISORY SERVICES
- --------------------------------------------------------------------------------

ADVISER TO THE FUND

ADVISORY FEES

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

For the fiscal years ended December 31, 1994, 1993, and 1992, the Adviser earned
advisory fees of $523,270, $576,619, and $591,232, respectively.

STATE EXPENSE LIMITATIONS

This arrangement is not part of the advisory contract and may be amended
or rescinded in the future.

BROKERAGE TRANSACTIONS
- --------------------------------------------------------------------------------

The Adviser may select brokers and dealers who offer brokerage and research
services. These services may be furnished directly to the Fund or to the 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.

For the fiscal years ended December 31, 1994, 1993, and 1992, the Fund paid
$10,088, $1,662, and $16,922, respectively, in commissions on brokerage
transactions.

ADMINISTRATIVE SERVICES
- --------------------------------------------------------------------------------

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

For the fiscal years ended December 31, 1994, 1993, and 1992, the Fund incurred
$88,279, $101,082, and $109,032, respectively, in administrative service costs,
of which $10,687, $36,701, and $52,759, respectively, were voluntarily waived.

PURCHASING SHARES
- --------------------------------------------------------------------------------

ADMINISTRATIVE ARRANGEMENTS

FSC may also pay financial institutions a fee based upon the average net
asset value of Shares of their customers for providing administrative
services. This fee is in addition to the amounts paid under the Plan for
administrative services, and if paid, will be reimbursed by the Adviser
and not the Fund.

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

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

DETERMINING MARKET VALUE OF SECURITIES

The market value of the Fund's portfolio securities, other than options, are
determined as follows:

.according to the last sale price on a national securities exchange, if
available;

.for short-term obligations, according to the mean between bid and asked prices,
as furnished by an independent pricing service, or for short-term obligations
with remaining maturities of less than 60 days at the time of purchase, at
amortized cost unless the Trustees determine this is not fair value; or

.at fair value as determined in good faith by the Trustees.

Prices provided by independent pricing services may be determined without
relying exclusively on quoted prices. Pricing services may consider:

.yield;

.quality;

.coupon rate;

.maturity;

.type of issue;

.trading characteristics; and

.other market data.

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

The Fund redeems Shares at the next computed net asset value after the Fund
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. Redemption procedures are explained in the
prospectus under "How to Redeem Shares."

REDEMPTION IN KIND

TAX STATUS
- --------------------------------------------------------------------------------

THE FUND'S TAX STATUS

.derive at least 90% of its gross income from dividends, interest, and gains
from the sale of securities;

.derive less than 30% of its gross income from the sale of securities held less
than three months;

.invest in securities within certain statutory limits; and

.distribute to its shareholders at least 90% of its net income earned during the
year.

SHAREHOLDERS' TAX STATUS

Shareholders are subject to federal income tax on dividends and capital gains
received as cash or additional Shares.

CAPITAL GAINS

Shareholders will pay federal income tax at capital gains rates on
long-term capital gains distributed to them regardless of how long they
have held Shares.

TOTAL RETURN
- --------------------------------------------------------------------------------

The Fund's average annual total returns for Y Shares for the one year period
ended December 31, 1994 and for the period from April 1, 1991 (start of
performance) to December 31, 1994, were (4.40%) and 6.06%, respectively.

The average annual total return for Y Shares of the Fund 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 Fund's yield for Y Shares for the thirty-day period ended December 31, 1994
was 7.35%.

The yield for Y Shares of the Fund is determined by dividing the net investment
income per share (as defined by the SEC) earned over a thirty-day period by the
maximum offering price per share on the last day of the period. This value is
then 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 twelve-month period and is reinvested every six months. The yield
does not necessarily reflect income actually earned because of certain
adjustments required by the SEC and therefore, may not correlate to the
dividends or other distributions paid to shareholders.

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

PERFORMANCE COMPARISONS
- --------------------------------------------------------------------------------

The performance of Shares depends upon such variables as:

.portfolio quality;

.average portfolio maturity;

.type of instruments in which the portfolio is invested;

.changes in interest rates and market value of portfolio securities;

.changes in the Fund's expenses; and

.various other factors.

The performance fluctuates on a daily basis largely because net earnings and
offering price per Share fluctuate daily. Both net earnings and offering price
per Share are factors in the computation of yield and total return.

portfolio securities and compute offering price. The financial publications
and/or indices which the Fund uses in advertising may include:

.SALOMON BROTHERS BROAD INVESTMENT-GRADE (BIG) BOND INDEX is a market
capitalization-weighted index that covers an all-inclusive universe of
institutionally traded U.S. Treasury, agency, mortgage, and corporate
securities. The index includes all fixed-rate bonds with a maturity of one year
or longer. Only issues with at least a $50-million amount outstanding ($200
million for mortgage coupons) can be added to the index, and they remain until
their amount outstanding falls below $25 million.

Advertisements and other sales literature may quote total returns which are
calculated on non-standardized base periods. The total returns represent the
historic change in the value of an investment based on the monthly reinvestment
of dividends over a specified period of time. In addition, advertisements and
sales literature for the Fund may include charts and other illustrations which
depict the hypothetical growth of an investment in a systematic investment plan.

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

FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

The financial statements for First Union Managed Bond Portfolio for the fiscal
year ended December 31, 1994, are incorporated herein by reference from the
Income Funds' Annual Report, dated December 31, 1994 (File Nos. 2-94560 and
811-4154). A copy of the Annual Report may be obtained without charge by
contacting the Fund at the address located on the inside back cover of the
prospectus.

APPENDIX
- --------------------------------------------------------------------------------

STANDARD & POOR'S RATINGS GROUP CORPORATE BOND RATING DEFINITIONS

AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's Ratings
Group. 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.

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.

MOODY'S INVESTORS SERVICE, INC. CORPORATE BOND RATING DEFINITIONS

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
edge." 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.

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.

STANDARD & POOR'S RATINGS GROUP COMMERCIAL PAPER RATING DEFINITIONS

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 RATING DEFINITIONS

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 structures with moderate reliance on debt and ample
asset protection.

.Broad margins in earnings 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 alternative liquidity is maintained.

G00850-15 (2/95)

FIRST UNION U.S. GOVERNMENT PORTFOLIO
A PORTFOLIO OF FIRST UNION FUNDS
Y SHARES
CLASS A INVESTMENT SHARES
CLASS B INVESTMENT SHARES
CLASS C INVESTMENT SHARES
COMBINED STATEMENT OF ADDITIONAL INFORMATION

This Combined Statement of Additional Information should be read with
the respective prospectus of
Y Shares, Class A Investment Shares, Class B Investment Shares, or
Class C Investment Shares for First Union U.S. Government Portfolio,
dated February 28, 1995. This Statement is not a prospectus itself. To
receive a copy of the Y Shares' prospectus, write First Union National
Bank of North Carolina, Capital Management Group, 1200 Two First Union
Center, Charlotte, North Carolina 28288-1156 or call 1-800-326-2584.
To receive a copy of the Class A Investment Shares', Class B
Investment Shares' or Class C Investment Shares' prospectus, write
First Union Brokerage Services, Inc., One First Union Center, 301 S.
College Street, Charlotte, North Carolina 28288-1173 or call
1-800-326-3241.

FEDERATED INVESTORS TOWER
PITTSBURGH, PENNSYLVANIA 15222-3779

Statement dated February 28, 1995

FEDERATED SECURITIES CORP.
---------------------------------------------------------
Distributor
A subsidiary of FEDERATED INVESTORS

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

GENERAL INFORMATION ABOUT THE FUND 1
- ---------------------------------------------------------------

INVESTMENT OBJECTIVE AND POLICIES 1
- ---------------------------------------------------------------

Types of Investments 1
Asset-Backed Securities 1
Collateralized Mortgage Obligations (CMOs) 1
Section 4(2) Commercial Paper 1
Repurchase Agreements 2
When-Issued and Delayed Delivery
Transactions 2
Options and Futures Transactions 2
Lending of Portfolio Securities 4
Restricted Securities 4
Reverse Repurchase Agreements 4
Portfolio Turnover 4
Investment Limitations 5

FIRST UNION FUNDS MANAGEMENT 6
- ---------------------------------------------------------------

Officers and Trustees 6
Fund Ownership 8
Trustee Compensation 8
Trustee Liability 9

INVESTMENT ADVISORY SERVICES 9
- ---------------------------------------------------------------

Adviser to the Fund 9
Advisory Fees 9

BROKERAGE TRANSACTIONS 9
- ---------------------------------------------------------------

ADMINISTRATIVE SERVICES 10
- ---------------------------------------------------------------

PURCHASING SHARES 10
- ---------------------------------------------------------------

Distribution Plans
(Class A, Class B and Class C
Investment Shares) 11
Shareholder Services Plan 12

DETERMINING NET ASSET VALUE 12
- ---------------------------------------------------------------

Determining Market Value of Securities 12

REDEEMING SHARES 12
- ---------------------------------------------------------------

Redemption in Kind 12

TAX STATUS 12
- ---------------------------------------------------------------

The Fund's Tax Status 12
Shareholders' Tax Status 13

TOTAL RETURN 13
- ---------------------------------------------------------------

YIELD 13
- ---------------------------------------------------------------

PERFORMANCE COMPARISONS 13
- ---------------------------------------------------------------

FINANCIAL STATEMENTS 14
- ---------------------------------------------------------------

GENERAL INFORMATION ABOUT THE FUND
- --------------------------------------------------------------------------------

First Union U.S. Government Portfolio (the "Fund") is a portfolio of First Union
Funds (the "Trust"). The Trust was established as a Massachusetts business trust
under a Declaration of Trust dated August 30, 1984. On January 4, 1993, the name
of the Trust was changed from "The Salem Funds" to "First Union Funds."

INVESTMENT OBJECTIVE AND POLICIES
- --------------------------------------------------------------------------------

The investment objective of the Fund is to provide a high level of current
income consistent with stability of principal.

TYPES OF INVESTMENTS

The Fund invests primarily in securities that are obligations of the U.S.
government, its agencies and instrumentalities. Under normal market conditions,
at least 65% of the value of the Fund's total assets will be invested in U.S.
government securities. This investment policy and the investment objective
stated above cannot be changed without approval of shareholders.

ASSET-BACKED SECURITIES

COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS)

Most of the CMOs in which the Fund would invest use the same basic structure:

.The cash flows from the underlying mortgages are applied first to pay interest
and then to retire securities.

.The classes of securities are retired sequentially. All principal payments are
directed first to the shortest-maturity class (or A bonds). When those
securities are completely retired, all principal payments are then directed to
the next-shortest-maturity security (or B bond). This process continues until
all of the classes have been paid off.

SECTION 4(2) COMMERCIAL PAPER

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 Fund believes that Section 4(2) commercial paper and
possibly certain other restricted securities which meet the criteria for
liquidity established by the Trust's Board of Trustees (the "Trustees") are
quite liquid. The Fund intends, therefore, to treat the restricted securities
which meet the criteria for liquidity established by the Trustees, including
Section 4(2) commercial paper, as determined by the Fund's investment adviser,
as liquid and not subject to the investment limitation applicable to illiquid
securities. In addition, because Section 4(2) commercial paper is liquid, the
Fund does not intend to subject such paper to the limitation applicable to
restricted securities.

REPURCHASE AGREEMENTS

The Fund or its custodian will take possession of the securities subject to
repurchase agreements, and these securities will be 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 to
be creditworthy pursuant to guidelines established by the Trustees.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

OPTIONS AND FUTURES TRANSACTIONS

The Fund may attempt to hedge all or a portion of its portfolio by buying and
selling financial futures contracts and options on financial futures contacts.
Additionally, the Fund may buy and sell call and put options on U.S. government
securities.

PURCHASING PUT AND CALL OPTIONS ON FINANCIAL FUTURES CONTRACTS

The Fund may purchase listed put and call options on financial futures
contracts for U.S. government securities. Unlike entering directly into a
futures contract, which requires the purchaser to buy a financial
instrument on a set date at a specified price, the purchase of a put
option on a futures contract entitles (but does not obligate) its
purchaser to decide on or before a future date whether to assume a short
position at the specified price.

The Fund would purchase put and call options on futures to protect
portfolio securities against decreases in value resulting from an
anticipated increase in market interest rates. Generally, if the hedged
portfolio securities decrease in value during the term of an option, the
related futures contracts will also decrease in value and the option will
increase in value. In such an event, the Fund will normally close out its
option by selling an identical option. If the hedge is successful, the
proceeds received by the Fund upon the sale of the second option will be
large enough to offset both the premium paid by the Fund for the original
option plus the decrease in value of the hedged securities.

Alternately, the Fund may exercise its put option. To do so, it would
simultaneously enter into a futures contract of the type underlying the
option (for a price less than the strike price of the option) and
exercise the option. The Fund would then deliver the futures contract in
return for payment of the strike price. If the Fund neither closes out
nor exercises an option, the option will expire on the date provided in
the option contract, and the premium paid for the contract will be lost.

PURCHASING CALL OPTIONS ON FINANCIAL FUTURES CONTRACTS

An additional way in which the Fund may hedge against decreases in market
interest rates is to buy a listed call option on a financial futures
contract for U.S. government securities. When the Fund purchases a call
option on a futures contract, it is purchasing the right (not the
obligation) to assume a long futures position (buy a futures contract) at
a fixed price at any time during the life of the option. As market
interest rates fall, the value of the underlying futures contract will
normally increase, resulting in an increase in value of the Fund's option
position. When the market price of the underlying futures contract
increases above the strike price plus premium paid, the Fund could
exercise its option and buy the futures contact below market price.

Prior to the exercise or expiration of the call option, the Fund could
sell an identical call option and close out its position. If the premium
received upon selling the offsetting call is greater than the premium
originally paid, the Fund has completed a successful hedge.

LIMITATION ON OPEN FUTURES POSITIONS

"MARGIN" IN FUTURES TRANSACTIONS

A futures contract held by the Fund is valued daily at the official
settlement price on the exchange on which it is traded. Each day the Fund
pays or receives cash, called "variation margin," equal to the daily
change in value of the futures contract. This process is known as
"marking to market." Variation margin does not represent a borrowing or
loan by the Fund but is instead settlement between the Fund and the
broker of the amount one would owe the other if the futures contract
expired. In computing its daily net asset value, the Fund will
mark-to-market its open futures positions. The Fund is also required to
deposit and maintain margin when it writes call options on futures
contracts.

The Fund may not purchase or sell futures contracts or related options if
immediately thereafter the sum of the amount of margin deposits on the
Fund's existing futures positions and premiums paid for related options
would exceed 5% of the market value of the Fund's total assets. When the
Fund purchases futures contracts, an amount of cash and cash equivalents,
equal to the underlying commodity value of the futures contracts (less
any related margin deposits), will be deposited in a segregated account
with the Fund's custodian (or the broker, if legally permitted) to
collateralize the position and thereby insure that the use of such
futures contracts is unleveraged.

PURCHASING AND WRITING PUT AND CALL OPTIONS ON U.S. GOVERNMENT SECURITIES

The Fund may purchase put and call options on U.S. government securities
to protect against price movements in particular securities. A put option
gives the Fund, in return for a premium, the right to sell the underlying
security to the writer (seller) at a specified price during the term of
the option. A call option gives the Fund, in return for a premium, the
right to buy the underlying security from the seller.

The Fund may generally purchase and write over-the-counter options on
portfolio securities in negotiated transactions with the buyers or
writers of the options since options on the portfolio securities held by
the Fund are not traded on an exchange. The Fund purchases and writes
options only with investment dealers and other financial institutions
(such as commercial banks or savings and loan associations) deemed
creditworthy by the Fund's adviser.

expiration dates and are purchased from a clearing corporation.
Exchange-traded options have a continuous liquid market while
over-the-counter options may not.

LENDING OF PORTFOLIO SECURITIES

RESTRICTED SECURITIES

The Fund may invest in restricted securities. Restricted securities are any
securities in which the Fund may otherwise invest pursuant to its investment
objective and policies but which are subject to restriction on resale under
federal securities laws. The Fund will not invest more than 10% of the value of
its total assets in restricted securities; however, certain restricted
securities which the Trustees deem to be liquid will be excluded from this 10%
limitation.

The ability of the Trustees to determine the liquidity of certain restricted
securities is permitted under a Securities and Exchange Commission ("SEC") Staff
position set forth in the adopting release for Rule 144A under the Securities
Act of 1933 (the "Rule"). The Rule is a non-exclusive, safe-harbor for certain
secondary market transactions involving securities subject to restrictions or
resale under federal securities laws. The Rule provides an exemption from
registration for resales of otherwise restricted securities to qualified
institutional buyers. The Rule was expected to further enhance the liquidity of
the secondary market for securities eligible for resale under the Rule. The Fund
believes that the Staff of the SEC has left the question of determining the
liquidity of all restricted securities (eligible for resale under the Rule) for
determination by the Trustees. The Trustees consider the following criteria in
determining the liquidity of certain restricted securities:

.the frequency of trades and quotes for the security;

.the number of dealers willing to purchase or sell the security and the number
of other potential buyers;

.dealer undertakings to make a market in the security; and

.the nature of the security and the nature of the marketplace trades.

REVERSE REPURCHASE AGREEMENTS

PORTFOLIO TURNOVER

The Fund may trade or dispose of portfolio securities as considered necessary to
meet its investment objective. For the fiscal year ended December 31, 1994, and
for the period from January 11, 1993 (commencement of operations) to December
31, 1993, the portfolio turnover rates for the Fund were 19% and 39%,
respectively.

INVESTMENT LIMITATIONS

BUYING ON MARGIN

The Fund will not purchase any securities on margin but may obtain such
short-term credits as may be necessary for the clearance of transactions.
A deposit or payment by the Fund of initial or variation margin in
connection with financial futures contracts or related options
transactions is not considered the purchase of a security on margin.

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 as a
temporary measure for extraordinary or emergency purposes in an amount up
to one-third of the value of its total assets, including the amounts
borrowed, in order to meet redemption requests without immediately
selling portfolio instruments; and except to the extent that the Fund
will enter into futures contracts. Any such borrowings need not be
collateralized. The Fund will not purchase any securities while
borrowings in excess of 5% of its total assets are outstanding.

The Fund will not borrow money or engage in reverse repurchase agreements
for investment leverage purposes.

PLEDGING ASSETS

The Fund will not mortgage, pledge, or hypothecate any assets except to
secure permitted borrowings. For purposes of this limitation, the
following are not deemed to be pledges: margin deposits for the purchase
and sale of financial futures contracts and related options; and
segregation of collateral arrangements made in connection with options
activities or the purchase of securities on a when-issued basis.

INVESTING IN REAL ESTATE

The Fund will not buy or sell real estate, including limited partnership
interests, although it may invest in the securities of companies whose
business involves the purchase or sale of real estate or in securities
which are secured by real estate or interests in real estate.

UNDERWRITING

LENDING CASH OR SECURITIES

The Fund will not lend any of its assets except portfolio securities in
accordance with that section of the respective prospectus entitled
"Lending of Portfolio Securities."

CONCENTRATION OF INVESTMENTS

The Fund will not invest 25% or more of the value of its total assets in
any one industry. However, investing in U.S. government obligations shall
not be considered investments in any one industry.

SELLING SHORT

The Fund will not sell securities short.

DIVERSIFICATION OF INVESTMENTS

With respect to 75% of the value of the Fund's total assets, the Fund
will not invest more than 5% of the value of its total assets in any one
issuer (except cash and cash items, repurchase agreements, and U.S.
government obligations). The Fund will not acquire more than 10% of the
outstanding voting securities of any one issuer.

Except as noted, the above investment limitations cannot be changed without
shareholder approval. The following restrictions, however, may be changed by the
Trustees without shareholder approval. Shareholders will be notified before any
material change in these limitations becomes effective.

RESTRICTED SECURITIES

The Fund may invest up to 10% of its total assets in restricted
securities. Certain restricted securities which the Trustees deem to be
liquid will be excluded from this limitation. The restriction is not
applicable to commercial paper issued under Section 4(2) of the
Securities Act of 1933.

INVESTING IN NEW ISSUERS

The Fund will not invest more than 5% of the value of its total assets in
portfolio instruments of unseasoned issuers, including their
predecessors, that have been in operation for less than three years.

INVESTING IN MINERALS

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

The Fund will purchase securities of investment companies only in
open-market transactions involving customary broker's commissions.
However, these limitations are not applicable if the securities are
acquired in a merger, consolidation, or acquisition of assets. It should
be noted that investment companies incur certain expenses, such as
management fees, and therefore, any investment by a Fund in shares of
another investment company would be subject to such duplicate expenses.

INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF
THE TRUST

INVESTING IN ILLIQUID SECURITIES

The Fund will not invest more than 15% of its net assets in securities
which are illiquid, including repurchase agreements providing for
settlement in more than seven days after notice and certain restricted
securities.

FIRST UNION FUNDS MANAGEMENT
- --------------------------------------------------------------------------------

OFFICERS AND TRUSTEES

James S. Howell
4124 Crossgate Road
Charlotte, NC
Birthdate: August 13, 1924

Chairman and Trustee

Retired Vice President of Lance Inc. (food manufacturing).
- --------------------------------------------------------------------------------

Gerald M. McDonnell
821 Regency Drive
Charlotte, NC
Birthdate: July 14, 1939

Trustee

Thomas L. McVerry
4419 Parview Drive
Charlotte, NC
Birthdate: August 2, 1938

Trustee

William Walt Pettit*
Carillon Building
Suite 2170
Charlotte, NC
Birthdate: August 26, 1955

Trustee

Principal in the law firm Holcomb and Pettit, P.A. (since 1988); formerly with
Clontz and Clontz (1980-1988).
- --------------------------------------------------------------------------------

Russell A. Salton, III, M.D.
Primary Physician Care
1515 Mockingbird Lane
Park Seneca Building
Suite 300
Charlotte, NC
Birthdate: June 2, 1947

Trustee

Michael S. Scofield
212 S. Tryon Street
Suite 980
Charlotte, NC
Birthdate: February 20, 1943

Trustee

Attorney; formerly, Partner with Wardlow, Knox, Knox, Freeman & Scofield
(attorneys) (1982-1986).
- --------------------------------------------------------------------------------

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

President, Treasurer, and Trustee

Joseph S. Machi
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 22, 1962

Vice President and Assistant Treasurer

Peter J. Germain
Federated Investors Tower
Pittsburgh, PA
Birthdate: September 3, 1959

Secretary

Corporate Counsel, Federated Investors.
- --------------------------------------------------------------------------------

*These Trustees are each deemed to be an "interested person" of the Trust
as defined in the Investment Company Act of 1940.

FUND OWNERSHIP

Officers and Trustees own less than 1% of the Fund's outstanding Shares.

As of February 6, 1995, the following shareholders of record owned 5% or more of
the outstanding Y Shares of the Fund: First Union National, Bank, Charlotte,
North Carolina, owned approximately 317,810 Shares (18.79%) and First Union
National Bank, Charlotte, North Carolina, owned approximately 1,373,452 Shares
(81.21%).

As of February 6, 1995, the following shareholder of record owned 5% or more of
the outstanding Class A Investment Shares of the Fund: First Union Brokerage
Services & Co. ("FUBS"), for the exclusive benefit of Southeastern District-LCMS
Church Extension Fund Inc., Alexandria, Virginia, owned approximately 196,582
Shares (7.70%).

As of February 6, 1995, no shareholders of record owned 5% or more of the
outstanding Class B Investment Shares of the Fund.

As of February 6, 1995, the following shareholders of record owned 5% or more of
the outstanding Class C Investment Shares of the Fund: FUBS, for the exclusive
benefit of Aileen D. Bell and John H. Bell, Hollywood, Florida, owned
approximately 3,869 Shares (13.18%); FUBS, for the exclusive benefit of Merle
Adair Connell Trust, Winter Garden, Florida, owned approximately 10,834 Shares
(36.90%); and FUBS, for the exclusive benefit of Helen G. Bender, Wildwood,
Florida, owned approximately 11,037 Shares (37.59%).

TRUSTEES COMPENSATION

AGGREGATE
NAME, POSITION COMPENSATION
WITH TRUST FROM TRUST*+
James S. Howell,
Chairman and Trustee $14,900

Edward C. Gonzales, President,
Treasurer and Trustee $0

Gerald M. McDonnell, Trustee $11,900

Thomas L. McVerry, Trustee $11,900

William Walt Pettit, Trustee $11,900

Russell A. Salton, III, M.D., Trustee $11,900

Michael S. Scofield, Trustee $11,700

*Information is furnished for the fiscal year ended December 31, 1994. The Trust
is the only investment company in the Fund Complex.

+The aggregate compensation is provided for the Trust which is comprised of
seventeen portfolios.

TRUSTEE LIABILITY

The Trust's Declaration of Trust provides that a Trustee shall be liable for his
own wilful defaults, but shall not be liable for errors of judgement or mistakes
of fact or law. If reasonable care has been exercised in the selection of
officers, agents, employees, or investment advisers, a Trustee shall not be
liable for any neglect or wrongdoing of any such person. However, a Trustee is
not protected against any liability to which he would otherwise be subject by
reason of wilful misfeasance, bad faith, gross negligence, or reckless disregard
of the duties involved in the conduct of his office.

INVESTMENT ADVISORY SERVICES
- --------------------------------------------------------------------------------

ADVISER TO THE FUND

ADVISORY FEES

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

For the fiscal year ended December 31, 1994, and for the period from January 11,
1993 (commencement of operations) to December 31, 1993, the Adviser earned
$1,355,420 and $802,441, of which $105,523 and $465,195, respectively, were
voluntarily waived.

STATE EXPENSE LIMITATIONS

This arrangement is not part of the advisory contract and may be amended
or rescinded in the future.

BROKERAGE TRANSACTIONS
- --------------------------------------------------------------------------------

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Adviser looks for prompt execution of the order at a favorable
price. In working with dealers, the Adviser will generally utilize those who are
recognized dealers in specific portfolio instruments, except when a better price
and execution of the order can be obtained elsewhere. The Adviser may, from
time, to time use brokers affiliated with the Trust, Federated Securities Corp.,
or their affiliates. The Adviser makes decisions on portfolio transactions and
selects brokers and dealers subject to review by the Trustees.

The Adviser may select brokers and dealers who offer brokerage and research
services. These services may be furnished directly to the Fund or to the 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.

For the fiscal year ended December 31, 1994, and for the period from January 11,
1993 (commencement of operations) to December 31, 1993, the Fund paid $10,180
and $0, respectively, in commissions on brokerage transactions.

ADMINISTRATIVE SERVICES
- --------------------------------------------------------------------------------

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

For the fiscal year ended December 31, 1994, and for the period from January 11,
1993 (commencement of operations) to December 31, 1993, the Fund incurred
$228,590 and $139,691, respectively, in administrative service costs, of which
$0 and $30,827, respectively, were voluntarily waived.

PURCHASING SHARES
- --------------------------------------------------------------------------------

REDUCING THE SALES CHARGE

The sales charge can be reduced on the purchase of Class A Investment
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

LETTER OF INTENT

The amount 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.

be purchased. This letter may be dated as of a prior date to include any
purchases made within the past 90 days.

REINVESTMENT PRIVILEGE

CONCURRENT PURCHASES

DISTRIBUTION PLANS (CLASS A, CLASS B AND CLASS C INVESTMENT SHARES)

Other benefits which the Trust hopes to achieve through the Plans include, but
are not limited to, the following: (1) an efficient and effective administrative
system; (2) a more efficient use of shareholder assets by having them rapidly
invested in the Fund, through an automatic transfer of funds from a demand
deposit account to an investment account, with a minimum of delay and
administrative detail; and (3) an efficient and reliable shareholder records
system with prompt responses to shareholders' requests and inquiries concerning
their accounts.

Although state securities laws differ, administrators in some states may be
required to register as brokers and dealers pursuant to state law.

For the fiscal year ended December 31, 1994, the Fund incurred $79,158 in
distribution services fees on behalf of Class A Investment Shares.

For the fiscal year ended December 31, 1994, the Fund incurred $1,683,141 in
distribution services fees on behalf of Class B Investment Shares.

For the period from September 7, 1994 (commencement of operations) to December
31, 1994, the Fund incurred $313 in distribution services fees on behalf of
Class C Investment Shares.

ADMINISTRATIVE ARRANGEMENTS

SHAREHOLDER SERVICES PLAN

For the period ended December 31, 1994, the Fund incurred shareholder services
fees of $174,961 and $104 on behalf of Class B Investment Shares and Class C
Investment Shares, respectively.

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

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

DETERMINING MARKET VALUE OF SECURITIES

The market values of the Fund's portfolio securities, other than options, are
determined as follows:

.according to prices provided by independent pricing services, which may be
determined without exclusive reliance on quoted prices from dealers but which
use market prices when most representative, and which may take into account
appropriate factors such as yield, quality, coupon rate, maturity, type of
issue, trading characteristics, and other market data employed in determining
valuations for such securities; or

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

Over-the-counter put options will be valued at the mean between the bid and the
asked prices. Covered call options will be valued at the last sale price on the
Exchange on which such option is traded. Unlisted call options will be valued at
the latest bid price as provided by brokers.

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

REDEMPTION IN KIND

TAX STATUS
- --------------------------------------------------------------------------------

THE FUND'S TAX STATUS

.derive at least 90% of its gross income from dividends, interest, and gains
from the sale of securities;

.derive less than 30% of its gross income from the sale of securities held less
than three months;

.invest in securities within certain statutory limits; and

.distribute to its shareholders at least 90% of its net income earned during the
year.

SHAREHOLDERS' TAX STATUS

Shareholders are subject to federal income tax on dividends and capital gains
received as cash or additional Shares.

CAPITAL GAINS

Shareholders will pay federal income tax at capital gains rates on
long-term capital gains distributed to them regardless of how long they
have held Shares.

TOTAL RETURN
- --------------------------------------------------------------------------------

The Fund's average annual total returns for Y Shares for the one year period
ended December 31, 1994, and for the period from August 25, 1993 (start of
performance) to December 31, 1994, were (2.94%) and (1.83%), respectively.

The Fund's average annual total returns for Class A Investment Shares for the
one year period ended December 31, 1994, and for the period from January 12,
1993 (start of performance) to December 31, 1994, were (7.77%) and (0.48%),
respectively.

The Fund's average annual total returns for Class B Investment Shares for the
one year ended December 31, 1994, and for the period from January 12, 1993
(start of performance) to December 31, 1994, were (8.50%) and (0.59%),
respectively.

The Fund's cumulative total return for Class C Investment Shares for the period
from September 2, 1994 (start of performance) to December 31, 1994 was (2.28%).

The average annual total return for all classes of Shares of the Fund 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, less any applicable sales
load, adjusted over the period by any additional Shares, assuming a monthly
reinvestment of all dividends and distributions. Any applicable contingent
deferred sales charge is deducted from the ending value of the investment based
on the lesser of the original purchase price or the net asset value of Shares
redeemed.

Cumulative total return reflects Class C Investment Shares' total performance
over a specific period of time. This total return assumes and is reduced by the
payment of the maximum sales load and any contingent deferred sales charge, if
applicable. Class C Shares total return is representative of only four months of
activity since the start of performance.

YIELD
- --------------------------------------------------------------------------------

The Fund's yield for Class Y Investment Shares for the thirty-day period ended
December 31, 1994 was 7.10%. The Fund's yield for Class A Investment Shares for
the thirty-day period ended December 31, 1994 was 6.52%. The Fund's yield for
Class B Investment Shares for the thirty-day period ended December 31, 1994 was
6.08%. The Fund's yield for Class C Investment Shares for the thirty-day period
ended December 31, 1994 was 6.08%.

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

PERFORMANCE COMPARISONS
- --------------------------------------------------------------------------------

The performance of all classes of Shares depends upon such variables as:

.portfolio quality;

.average portfolio maturity;

.type of instruments in which the portfolio is invested;

.changes in interest rates and market value of portfolio securities;

.changes in the Fund's or any class of Shares' expenses; and

.various other factors.

.LIPPER ANALYTICAL SERVICES, INC., ranks funds in various fund categories by
making comparative calculations using total return. Total return assumes the
reinvestment of all capital gains distributions and income dividends and takes
into account any change in net asset value over a specific period of time. From
time to time, the Fund will quote its Lipper ranking in the "U.S. government
funds" category in advertising and sales literature.

.LEHMAN BROTHERS INTERMEDIATE GOVERNMENT BOND INDEX is an unmanaged index
comprised of all publicly issued, non-convertible domestic debt of the U.S.
government or any agency thereof, or any quasi-federal corporation, and of
corporate debt guaranteed by the U.S. government. Only notes and bonds with a
minimum outstanding principal of $1 million and minimum maturity of one year
and maximum maturity of ten years are included.

From time to time as it deems appropriate, the Fund may advertise the
performance of either class of Shares or the performance of the market using
charts, graphs, and descriptions, compared to federally insured bank products
including certificates of deposit and time deposits and to money market funds
using the Lipper Analytical Services money market instruments average.

Advertisements may quote performance information which does not reflect the
effect of the sales load or contingent deferred sales charge, if applicable.

FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

The financial statements for First Union U.S. Government Portfolio for the
fiscal year ended December 31, 1994, are incorporated herein by reference from
the Income Funds' Annual Report, dated December 31, 1994 (File Nos. 2-94560 and
811-4154). A copy of the Annual Report may be obtained without charge by
contacting the Fund at the address located on the inside back cover of the
respective prospectus.

G00850-21 (2/95)

PROSPECTUS

FIRST UNION
GROWTH & INCOME
FUNDS

Y SHARES

FEBRUARY 28, 1995

FIRST UNION
GROWTH AND INCOME
FUNDS

Portfolios of First Union Funds

Y SHARES
- -------------------------------------------------------------------------------
P R O S P E C T U S

February 28, 1995

First Union Funds (the "Trust") is a mutual fund with 17 portfolios, offering
a variety of investment opportunities. The Trust currently includes three
diversified Growth and Income Funds, three diversified Income Funds, two
diversified Growth Funds, three diversified Money Market Funds, and one
diversified and five non-diversified Tax-Free Funds. They are:
Growth and Income Funds
. First Union Balanced Portfolio;
. First Union Utility Portfolio; and
. First Union Value Portfolio.
Income Funds
. First Union Fixed Income Portfolio;
. First Union Managed Bond Portfolio; and
. First Union U.S. Government Portfolio.
Growth Funds
. First Union Emerging Markets Growth Portfolio; and
. First Union International Equity Portfolio.
Money Market Funds
. First Union Money Market Portfolio;
. First Union Tax Free Money Market Portfolio; and
. First Union Treasury Money Market Portfolio.
Tax-Free Funds
. First Union Florida Municipal Bond Portfolio;
. First Union Georgia Municipal Bond Portfolio;
. First Union North Carolina Municipal Bond Portfolio;
. First Union South Carolina Municipal Bond Portfolio;
. First Union Virginia Municipal Bond Portfolio; and
. First Union High Grade Tax Free Portfolio (formerly, First Union Insured
Tax Free Portfolio).
This prospectus provides you with information specific to the Y Shares of
First Union Growth and Income Funds. It concisely describes the information
which you should know before investing in Y Shares of any of the First Union
Growth and Income Funds. Please read this prospectus carefully and keep it for
future reference.
You can find more detailed information about each First Union Growth and
Income Fund in its Statement of Additional Information dated February 28,
1995, filed with the Securities and Exchange Commission and incorporated by
reference into this prospectus. The Statements are available free of charge by
writing to First Union Funds, Federated Investors Tower, Pittsburgh, PA 15222-
3779 or by calling 1-800-326-2584.
The Trust is sponsored and distributed by third parties independent of First
Union National Bank of North Carolina ("First Union").
The shares offered by this prospectus are not deposits or obligations of First
Union, are not endorsed or guaranteed by First Union, 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.
- -------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

TABLE OF
CONTENTS

Summary 2 How to Convert Your Investment from
- ------------------------------------- One First Union Fund to Another
First Union Fund 22

Summary of Fund Expenses 4 -------------------------------------
- -------------------------------------

How to Redeem Shares 23
Financial Highlights 5 -------------------------------------
- -------------------------------------

Management of First Union Funds 24
Investment Objectives and Policies 10 -------------------------------------
- -------------------------------------

Fees and Expenses 25
First Union Balanced Portfolio 10 -------------------------------------
- -------------------------------------

Shareholder Rights and Privileges 26
First Union Utility Portfolio 11 -------------------------------------
- -------------------------------------

Distributions and Taxes 28
First Union Value Portfolio 13 -------------------------------------
- -------------------------------------

Tax Information 29
Other Investment Policies 15 -------------------------------------
- -------------------------------------

Other Classes of Shares 29
Shareholder Guide 20 -------------------------------------
- -------------------------------------

Shareholder Report 30
How to Buy Shares 21 -------------------------------------
- -------------------------------------

Addresses 31
-------------------------------------

SUMMARY

DESCRIPTION OF THE TRUST

First Union Funds is an open-end, management investment company, established as
a Massachusetts business trust under a Declaration of Trust dated August 30,
1984. The Trust currently consists of 17 portfolios, each representing a
different First Union Fund. Each Growth and Income Fund is divided into four
classes of shares: Class A Investment Shares ("Class A Shares"), Class B
Investment Shares ("Class B Shares"), Class C Investment Shares ("Class C
Shares") and Y Shares. Y Shares are designed primarily for institutional
investors (banks, corporations, and fiduciaries). Class A, Class B and Class C
Shares are sold to individuals and other customers of First Union (the
"Adviser"). This prospectus relates only to Y Shares ("Shares") of First Union
Growth and Income Funds (collectively, the "Funds").

THE FUNDS AND OBJECTIVES

As of the date of this prospectus, Shares are offered in the following three
Funds:

. First Union Balanced Portfolio ("Balanced Fund")--seeks to produce long-term
total return through capital appreciation, dividends, and interest income;

. First Union Utility Portfolio ("Utility Fund")--seeks high current income
and moderate capital appreciation; and

. First Union Value Portfolio ("Value Fund")--seeks long term-capital growth,
with current income as a secondary objective.

INVESTMENT MANAGEMENT

PURCHASING AND REDEEMING SHARES

For information on purchasing Y Shares of any of the Funds, please refer to
the Shareholder Guide section entitled "How to Buy Shares." Redemption
information may be found under "How to Redeem Shares."

RISK FACTORS

Investors should be aware of the following general observations. The market
value of fixed income securities, which constitute a major part of the
investments of the Funds described in this prospectus, may vary inversely in
response to changes in prevailing interest rates. The foreign securities in
which the Funds may invest may be subject to certain risks in addition to
those inherent in U.S. investments. One or more Funds may make certain
investments and employ certain investment techniques that involve other risks,
including entering into repurchase agreements, lending portfolio securities
and entering into futures contracts and related options as hedges. These risks
and those associated with investing in mortgage-backed securities, when-issued
securities, options and variable rate securities are described under
"Investment Objectives and Policies" for each Fund and "Other Investment
Policies."

SUMMARY OF
FUND EXPENSES

FIRST UNION GROWTH AND INCOME FUNDS Y SHARES

<TABLE>
<CAPTION>
Balanced Utility Value
Fund Fund Fund
-------- ------- -----
<S> <C> <C> <C>
Y Shares--Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases (as a percentage
of offering price)..................................... None None None
Maximum Sales Load Imposed on Reinvested Dividends (as a
percentage of offering price).......................... None None None
Contingent Deferred Sales Charge (as a percentage of
original
purchase price or redemption proceeds, as applicable).. None None None
Redemption Fees (as a percentage of amount redeemed, if
applicable)............................................ None None None
Exchange Fee............................................ None None None
Annual Y Shares Operating Expenses
(As a percentage of average net assets)
Management Fee (after waiver) (1)....................... 0.50% 0.00% 0.50%
12b-1 Fees.............................................. None None None
Total Other Expenses (after waiver) (2)................. 0.14% 0.58% 0.18%
Total Y Shares Operating Expenses (3)................. 0.64% 0.58% 0.68%
</TABLE>
(1) The management fee of Utility Fund has been reduced to reflect the
voluntary waiver by the Adviser. The Adviser may terminate this voluntary
waiver at any time at its sole discretion. The maximum management fee for
Utility Fund is 0.50%.
(2) Total Other Expenses for Utility Fund are estimated to be 0.85%, absent
the voluntary waiver by the Administrator. The Administrator may terminate
this voluntary waiver at any time at its sole discretion.
(3) Total Y Shares Operating Expenses for Utility Fund were 0.40% for the
fiscal year ended December 31, 1994. Total Y Shares Operating Expenses for
Utility Fund, absent the voluntary waivers by the Adviser and Administrator,
were 1.24% for the fiscal year ended December 31, 1994. The Annual Y Shares
Operating Expenses for Utility Fund in the table above are based on expenses
expected during the fiscal year ending December 31, 1995. Total Y Shares
operating expenses for Utility Fund are expected to be 1.35%, absent the
voluntary waivers described above in notes 1 and 2.
The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of the Funds will bear, either
directly or indirectly. For more complete descriptions of the various costs
and expenses, see "Fees and Expenses." Wire-transferred redemptions of less
than $5,000 may be subject to additional fees.
<TABLE>
<CAPTION>
EXAMPLE 1 year 3 years 5 years 10 years
- ------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a
$1,000 investment, assuming (1) a 5% annual
return and (2) redemption at the end of each
time period. As shown above, the Funds charge
no redemption fees for Y Shares.
Balanced Fund................................ $7 $20 $36 $80
Utility Fund................................. $6 $19 $32 $73
Value Fund................................... $7 $22 $38 $85
</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.
The information set forth in the foregoing table and example relates only to Y
Shares of the Funds. The Funds also offer three additional classes of shares,
called Class A Shares, Class B Shares and Class C Shares. In general, all
expenses are allocated based upon the daily net assets of each class. Class A
Shares are subject to a 12b-1 fee of 0.25 of 1%. Class B Shares are subject to
a 12b-1 fee of 0.75 of 1% and a shareholder service fee of 0.25 of 1%. Class C
Shares are subject to a 12b-1 fee of 0.75 of 1% and a shareholder service fee
of 0.25 of 1%. In addition, Class A Shares bear a maximum front-end sales load
of 4.75%. Class B Shares bear a maximum contingent deferred sales charge of
5.00% and Class C Shares bear a maximum contingent deferred sales charge of
1.00%. See "Fees and Expenses" and "Other Classes of Shares."

FINANCIAL
HIGHLIGHTS

First Union Balanced Portfolio

(For a share outstanding throughout each period)

The following table has been audited by KPMG Peat Marwick LLP, the Fund's
independent auditors. Their report, dated February 13, 1995, on the Fund's
Financial Statements for the year ended December 31, 1994, and on the
following table for each of the periods presented, is included in the Growth
and Income Funds' Annual Report, which is incorporated herein by reference.
This table should be read in conjunction with the Fund's Financial Statements
and notes thereto, contained in the Growth and Income Funds' Annual Report,
which may be obtained from the Fund.
<TABLE>
<CAPTION>
Class B
Investment
Y Shares Class A Investment Shares Shares
------------------------------------ -------------------------------------- ------------------
Year Ended
Year Ended December 31, Year Ended December 31, December 31,
------------------------------------ -------------------------------------- ------------------
1994 1993 1992 1991** 1994 1993 1992 1991*** 1994 1993****
- ---------------- -------- -------- -------- -------- ------- ------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of pe-
riod $12.07 $11.41 $11.02 $10.00 $12.07 $11.41 $11.02 $10.00 $12.08 $11.54
- ----------------
Income from
investment
operations
- ----------------
Net investment
income 0.46 0.45 0.46 0.36 0.43 0.419 0.42 0.30 0.36 0.34
- ----------------
Net realized
and unrealized
gain (loss) on
investments (0.71) 0.75 0.42 1.03 (0.71) 0.755 0.43 1.08 (0.71) 0.65
- ---------------- ------ ------ ------ ------ ------ ------- ------ ------ ------ ------
Total from
investment
operations (0.25) 1.20 0.88 1.39 (0.28) 1.174 0.85 1.38 (0.35) 0.99
- ----------------
Less distribu-
tions
- ----------------
Dividends to
shareholders
from net
investment
income (0.46) (0.45) (0.45) (0.36) (0.43) (0.419) (0.42) (0.35) (0.36) (0.34)
- ----------------
Distributions
to shareholders
from net
realized gain
on investment
transactions (0.19) (0.09) (0.04) (0.01) (0.19) (0.091) (0.04) (0.01) (0.19) (0.09)
- ----------------
Distributions
in excess of
net investment
income -- -- -- -- -- (0.004)(a) -- -- -- (0.02)(a)
- ---------------- ------ ------ ------ ------ ------ ------- ------ ------ ------ ------
Total distribu-
tions (0.65) (0.54) (0.49) (0.37) (0.62) (0.514) (0.46) (0.36) (0.55) (0.45)
- ---------------- ------ ------ ------ ------ ------ ------- ------ ------ ------ ------
Net asset value,
end of period $11.17 $12.07 $11.41 $11.02 $11.17 $12.07 $11.41 $11.02 $11.18 $12.08
- ---------------- ------ ------ ------ ------ ------ ------- ------ ------ ------ ------
Total return+ (2.15%) 10.68% 8.21% 15.02% (2.41%) 10.41% 7.94% 11.75% (2.99%) 8.72%
- ----------------
Ratios to Aver-
age Net Assets
- ----------------
Expenses 0.64% 0.66% 0.66% 0.68%(b) 0.89% 0.91% 0.91% 0.92%(b) 1.48% 1.41%(b)
- ----------------
Net investment
income 3.94% 3.86% 4.20% 4.86%(b) 3.69% 3.61% 3.93% 4.38%(b) 3.12% 3.09%(b)
- ----------------
Supplemental
Data
- ----------------
Net assets, end
of period
(000 omitted) $778,657 $760,147 $520,232 $247,472 $41,010 $35,032 $17,408 $334 $100,052 $65,475
- ----------------
Portfolio
turnover rate 35% 19% 12% 19% 35% 19% 12% 19% 35% 19%
- ----------------
<CAPTION>
Class C
Investment
Shares
-------------
Year Ended
December 31,
-------------
1994*
- ----------------- -------------
<S> <C>
Net asset value,
beginning of pe-
riod $12.00
- -----------------
Income from
investment
operations
- -----------------
Net investment
income 0.18
- -----------------
Net realized
and unrealized
gain (loss) on
investments (0.61)
- ----------------- -------------
Total from
investment
operations (0.43)
- -----------------
Less distribu-
tions
- -----------------
Dividends to
shareholders
from net
investment
income (0.21)
- -----------------
Distributions
to shareholders
from net
realized gain
on investment
transactions (0.19)
- -----------------
Distributions
in excess of
net investment
income --
- ----------------- -------------
Total distribu-
tions (0.40)
- ----------------- -------------
Net asset value,
end of period $11.17
- ----------------- -------------
Total return+ (3.58%)
- -----------------
Ratios to Aver-
age Net Assets
- -----------------
Expenses 1.64%(b)
- -----------------
Net investment
income 3.23%(b)
- -----------------
Supplemental
Data
- -----------------
Net assets, end
of period
(000 omitted) $195
- -----------------
Portfolio
turnover rate 35%
- -----------------
</TABLE>
*Reflects operations for the period from September 2, 1994 (commencement of
operations) to December 31, 1994.
**Reflects operations for the period from April 1, 1991 (commencement of
operations) to December 31, 1991.
***Reflects operations for the period from June 10, 1991 (commencement of
operations) to December 31, 1991.
**** Reflects operations for the period from January 26, 1993 (commencement of
operations) to December 31, 1993.
+ Based on net asset value, which does not reflect the sales load or
contingent deferred sales charge, if applicable.
(a) Distributions in excess of net investment income for the year ended
December 31, 1993 were the result of certain book and tax differences.
These differences did not represent a return of capital for federal income
tax purposes for the year ended December 31, 1993.
(b) Computed on an annualized basis.

Further information about Fund's performance is contained in the Growth and
Income Funds' Annual Report, for the fiscal year ended December 31, 1994,
which can be obtained free of charge.

FINANCIAL
HIGHLIGHTS

First Union Utility Portfolio

(For a share outstanding throughout the period)

Further information about Fund's performance is contained in the Growth and
Income Funds' Annual Report, for the fiscal year ended December 31, 1994, which
can be obtained free of charge.

FINANCIAL
HIGHLIGHTS

First Union Value Portfolio

(For a share outstanding throughout each period)

Further information about Fund's performance is contained in the Growth and
Income Funds' Annual Report, ended December 31, 1994, which can be obtained
free of charge.

FINANCIAL
HIGHLIGHTS
(continued)
First Union Value Portfolio
(For a share outstanding throughout each period)

The following table has been audited by KPMG Peat Marwick LLP, the Fund's
independent auditors. Their report, dated February 13, 1995, on the Fund's
Financial Statements for the year ended December 31, 1994, and on the
following table for each of the periods presented, is included in the Growth
and Income Funds' Annual Report, which is incorporated herein by reference.
This table should be read in conjunction with the Fund's Financial Statements
and notes thereto, contained in the Growth and Income Funds' Annual Report,
which may be obtained from the Fund.
<TABLE>
<CAPTION>
Class A Investment Shares
---------------------------------------------------------------------------------------------------
Year Ended December 31, Year Ended March 31,
-------------------------------------------- ---------------------------------------------------
1994 1993 1992 1991 1990* 1990 1989 1988 1987 1986 1985**
- ----------------------- -------- -------- -------- -------- -------- ------- ------- ------- ------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $17.63 $17.11 $17.08 $14.61 $15.12 $14.45 $12.83 $14.66 $12.35 $10.04 $10.00
- -----------------------
Income from investment
operations
- -----------------------
Net investment income 0.52 0.47 0.44 0.46 0.36 0.54 0.36 0.26 0.15 0.19 0.04
- -----------------------
Net realized and
unrealized gain (loss)
on investments (0.20) 1.10 0.89 3.17 (0.44) 1.70 2.11 (1.30) 2.38 2.32 0.00
- ----------------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total from investment
operations 0.32 1.57 1.33 3.63 (0.08) 2.24 2.47 (1.04) 2.53 2.51 0.04
- -----------------------
Less distributions
- -----------------------
Dividends to
shareholders from net
investment income (0.51) (0.47) (0.43) (0.43) (0.36) (0.57) (0.38) (0.26) (0.13) (0.20) --
- -----------------------
Distributions to
shareholders from net
realized gain on
investment
transactions (0.82) (0.58) (0.87) (0.73) (0.02) (1.00) (0.47) (0.53) (0.09) -- --
- -----------------------
Distributions in
excess of net
investment income -- -- -- -- (0.05)(c) -- -- -- -- -- --
- ----------------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total distributions (1.33) (1.05) (1.30) (1.16) (0.43) (1.57) (0.85) (0.79) (0.22) (0.20) 0.00
- ----------------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value, end of
period $16.62 $17.63 $17.11 $17.08 $14.61 $15.12 $14.45 $12.83 $14.66 $12.35 $10.04
- ----------------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total return+ 1.86% 9.31% 7.96% 25.11% (0.51%) 15.54% 19.73% (7.14%) 20.81% 25.29% (0.40%)
- -----------------------
Ratios to Average Net
Assets
- -----------------------
Expenses 0.93% 0.99% 1.01% 0.96% 1.39%(b) 1.55% 1.71% 1.74% 1.97% 2.00% 2.00%(b)
- -----------------------
Net investment income 2.96% 2.63% 2.37% 2.78% 3.28%(b) 3.42% 2.72% 1.92% 1.41% 2.34% 6.47%(b)
- -----------------------
Expense waiver/
reimbursement(a) -- -- 0.01% 0.09% -- -- -- -- -- -- --
- -----------------------
Supplemental Data
- -----------------------
<CAPTION>
Net assets, end of
period
(000 omitted) $188,807 $189,983 $169,310 $135,565 $104,637 $95,995 $83,121 $21,914 $23,221 $5,595 $100
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- -----------------------
Portfolio turnover
rate++ 70% 46% 56% 69% 13% 11% 24% 24% 20% 20% 0%
- -----------------------
</TABLE>
*For the nine months ended December 31, 1990.
** Reflects operations for the period from August 30, 1984 (commencement of
operations) to March 31, 1985.
+Based on net asset value, which does not reflect the sales load or contingent
deferred sales charge, if applicable.
++ Portfolio turnover rate for periods ending on or after March 31, 1986
include certain U.S. government obligations.
(a) This voluntary expense decrease is reflected in both the expense and net
investment ratios shown above.
(b) Computed on an annualized basis.
(c) Distributions in excess of net investment income for the period ended
December 31, 1990 were a result of certain book and tax timing
differences. These distributions did not represent a return of capital for
federal income tax purposes for the year ended December 31, 1990.
Further information about Fund's performance is contained in the Growth and
Income Funds' Annual Report, for the fiscal year ended December 31, 1994,
which can be obtained free of charge.

FINANCIAL
HIGHLIGHTS
(continued)

First Union Value Portfolio
(For a share outstanding throughout each period)

The following table has been audited by KPMG Peat Marwick LLP, the Funds'
independent auditors. Their report, dated February 13, 1995, on the Fund's
Financial Statements for the year ended December 31, 1994, and on the
following table for each of the periods presented, is included in the Growth
and Income Funds' Annual Report, which is incorporated herein by reference.
This table should be read in conjunction with the Fund's Financial Statements
and notes thereto, contained in the Growth and Income Funds' Annual Report,
which may be obtained from the Fund.
<TABLE>
<CAPTION>
Class C
Class B Investment
Investment Shares Shares
------------------ ------------
Year Ended Year Ended
December 31, December 31,
------------------ ------------
1994 1993** 1994*
- ------------------------------------------ --------- -------- ------------
<S> <C> <C> <C>
Net asset value, beginning of period $17.63 $17.24 $18.28
- ------------------------------------------
Income from investment operations
- ------------------------------------------
Net investment income 0.42 0.35 0.19
- ------------------------------------------
Net realized and unrealized gain (loss)
on investments (0.20) 1.01 (0.81)
- ------------------------------------------ ------- ------ ------
Total from investment operations 0.22 1.36 (0.62)
- ------------------------------------------
Less distributions
- ------------------------------------------
Dividends to shareholders from net in-
vestment income (0.41) (0.35) (0.19)
- ------------------------------------------
Distributions to shareholders from net
realized gain on investment transactions (0.82) (0.58) (0.82)
- ------------------------------------------
Distributions in excess of net investment
income -- (0.04)(b) (0.04)(b)
- ------------------------------------------ ------- ------ ------
Total distributions (1.23) (0.97) (1.05)
- ------------------------------------------ ------- ------ ------
Net asset value, end of period $16.62 $17.63 $16.61
- ------------------------------------------ ------- ------ ------
Total return+ 1.26% 7.98% (3.41%)
- ------------------------------------------
Ratios to Average Net Assets
- ------------------------------------------
Expenses 1.53% 1.48%(a) 1.68%(a)
- ------------------------------------------
Net investment income 2.36% 2.09%(a) 2.16%(a)
- ------------------------------------------
Supplemental Data
- ------------------------------------------
<CAPTION>
Net assets, end of period (000 omitted) $104,297 $59,953 $485
<S> <C> <C> <C>
- ------------------------------------------
Portfolio turnover rate 70% 46% 70%
- ------------------------------------------
</TABLE>

* Reflects operations for the period from September 2, 1994 (commencement of
operations) to December 31, 1994.
** Reflects operations for the period from February 2, 1993 (commencement of
operations) to December 31, 1993.
+ Based on net asset value, which does not reflect the sales load or
contingent deferred sales charge, if applicable.
(a) Computed on an annualized basis.
(b) Distributions in excess of net investment income, for the Class B
Investment Shares, for the period ended December 31, 1993 and for the
Class C Investment Shares, for the period ended December 31, 1994, were
the result of certain book and tax timing differences. These distributions
did not represent a return of capital for federal income tax purposes for
the year ended December 31, 1993 and December 31, 1994.

Further information about Fund's performance is contained in the Growth and
Income Funds' Annual Report, for the fiscal year ended December 31, 1994,
which can be obtained free of charge.

INVESTMENT
OBJECTIVES
AND POLICIES

First Union Growth and Income Funds provide a broad range of objectives and
policies, intended to offer investment alternatives to a large group of
investors with a wide range of investment objectives.

The investment objectives and policies of each Fund are stated below. Each
Fund's investment objective cannot be changed without shareholder approval.
While there is no assurance that each objective will be achieved, the Funds
will endeavor to do so by following the investment policies detailed below.
Unless otherwise indicated, the investment policies of a Fund may be changed
by the Trust's Board of Trustees ("Trustees") without the approval of
shareholders. Shareholders will be notified before any material change in
these policies becomes effective.

FIRST UNION
BALANCED
PORTFOLIO

Objective: Long-term total return through capital appreciation, dividends, and
interest income.
Invests in: Common and preferred stocks for growth, bonds for stable income
flows.
Suitable for: Investors looking for long-term growth of income and capital
from a portfolio of equity and fixed income investments.
Key Benefit: Diversity of investments takes advantage of shifts in market
conditions and relative attractiveness of different types of
securities.

DESCRIPTION OF THE FUND

The Balanced Fund seeks long-term total return through capital appreciation,
dividends, and interest income. The Fund invests primarily in a diversified
portfolio of common and preferred stocks, U.S. government securities, high
grade corporate bonds, and money market instruments. Common and preferred
stocks are utilized for growth while bonds provide stable income flows.

The portion of the Fund's total assets invested in common and preferred stocks
will vary according to the Adviser's assessment of market and economic
conditions and outlook. The asset mix of the Fund will normally range between
40-75% common and preferred stocks, 25-50% fixed income securities (including
some convertible securities), and 0-25% money market instruments. Moderate
shifts between types of assets are made in order to maximize returns or reduce
risk. Over the long-term, it is anticipated that the Fund's asset mix will
average 60% in common and preferred stocks and 40% in bonds.

TYPES OF INVESTMENTS

The Fund invests in common, preferred and convertible preferred stocks and
bonds of U.S. companies with at least $100 million in equity, listed on major
stock exchanges or traded over-the-counter. The Fund looks at financial
strength (such as cash flow and low debt-to-equity ratio), earnings growth and
price in relation to current earnings, dividends, and book value to identify
growth opportunities.

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

The Fund will only invest in those bonds, including convertible bonds, which
are rated A or higher by Moody's Investors Service, Inc. ("Moody's") or
Standard & Poor's Ratings Group ("S&P"), or which, if unrated, are considered
to be of comparable quality by the Adviser. Bonds are selected based on the
outlook for interest rates and their yield in relation to other bonds of
similar quality and maturity. Bond maturities in the portfolio average less
than twenty years.

The Fund also invests in securities which are either issued or guaranteed by
the U.S. government, its agencies, or instrumentalities. These types of
securities include: 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, such as the: Farm Credit System,
including the National Bank for Cooperatives, Farm Credit Banks, and Banks for
Cooperatives; Farmers Home Administration; Federal Home Loan Banks; Federal
Home Loan Mortgage Corporation; Federal National Mortgage Association;
Government National Mortgage Association; Student Loan Marketing Association;
Tennessee Valley Authority; Export-Import Bank of the United States; Commodity
Credit Corporation; Federal Financing Bank; and National Credit Union
Administration. Some U.S. government agency obligations are backed by the full
faith and credit of the U.S. Treasury. Others in which the Fund may invest are
supported by: the issuer's right to borrow an amount limited to a specific
line of credit from the U.S. Treasury; discretionary authority of the U.S.
government to purchase certain obligations of an agency or instrumentality; or
the credit of the agency or instrumentality.

The Fund may invest short-term in money market instruments; securities issued
and/or guaranteed by the U.S. government, its agencies, or instrumentalities;
and repurchase agreements collateralized by eligible investments.

FIRST UNION
UTILITY
PORTFOLIO

Objective: High current income and moderate capital appreciation.
Invests in: Equity and debt securities of utility companies.
Suitable for: Investors seeking current income and long-term growth of income
through equity and fixed income investments in utility
companies.
Key Benefit: Diversity through historically reliable cash flows on securities
that typically hold their value through various market
conditions.

DESCRIPTION OF THE FUND

The Utility Fund seeks high current income and moderate capital appreciation.
The Fund invests primarily in a diversified portfolio of equity and debt
securities of utility companies that produce, transmit or distribute gas or
electrical energy, as well as those companies that provide communications
facilities, such as telephone and telegraph companies. As a matter of
investment policy, the Fund will invest at least 65% of the value of its total
assets in utility companies that derive 50% of their revenues from utilities
or assets relating to utility industries. In addition, the Fund can invest up
to 35% of its assets in common stock of non-utility companies.

TYPES OF INVESTMENTS

The Fund may invest in:

common and preferred stocks, bonds and convertible preferred stocks of
utility companies selected by the Adviser on the basis of traditional
research techniques, including assessment of earnings and dividend growth
prospects and of the risk and volatility of the individual company's
industry. However, other factors, such as product position, market share,
or profitability may also be considered by the Adviser. The Fund will only
invest its assets in debt securities rated Baa or higher by Moody's or BBB
or higher by S&P, or which, if unrated, are considered to be of comparable
quality by the Adviser;

securities either issued or guaranteed by the U.S. government, its
agencies, or instrumentalities, as described under the caption "First Union
Balanced Portfolio--Types of Investments;"

commercial paper, including master demand notes;

ADRs of foreign companies traded on the New York or American Stock
Exchanges or in the over-the-counter market;

foreign securities (either foreign or U.S. securities traded in foreign
markets). The Fund may also invest in other obligations denominated in
foreign currencies. In making these decisions, the Adviser will consider
such factors as the condition and growth potential of various economies and
securities markets, currency and taxation considerations and other
pertinent financial, social, national and political factors. (See "Other
Investment Policies" and "Foreign Investments.") The Fund will not invest
more than 10% of its assets in foreign securities;

obligations, including certificates of deposit and bankers' acceptances, of
banks or savings and loan associations having at least $1 billion in
deposits and insured by the Bank Insurance Fund ("BIF") or the Savings
Association Insurance Fund ("SAIF"), including U.S. branches of foreign
banks and foreign branches of U.S. banks;

securities of other investment companies; and

repurchase agreements collateralized by government securities.

Bonds rated Baa by Moody's or BBB by S&P have speculative characteristics.
Changes in economic conditions or other circumstances are more likely to lead
to weakened capacity to make principal and interest payments than higher rated
bonds.

RISK FACTORS

In view of the Fund's investment concentration, investors should be aware of
certain risks associated with the utility industry in general. These include
difficulties in earning adequate returns on investments despite frequent rate
increases, restrictions on operations and increased costs and delays due to
governmental regulations, building or construction delays, environmental
regulations, difficulty of the capital markets in absorbing utility debt and
equity securities, and difficulties in obtaining fuel at reasonable prices.

The Adviser believes that the risks of investing in utility securities can be
reduced. The professional portfolio management techniques used by the Adviser
to attempt to reduce these risks include credit research. The Adviser will
perform its own credit analysis, in addition to using recognized rating
agencies and other sources, including discussions with an issuer's management,
the judgment of other investment analysts, and its own informed judgment. The
Adviser's credit analysis will consider an issuer's financial soundness, its
responsiveness to changes in interest rates and business conditions, its
anticipated cash flow, interest or dividend coverage, and earnings. In
evaluating an issuer, the Adviser places special emphasis on the estimated
current value of the issuer's assets rather than historical costs.

FIRST UNION
VALUE
PORTFOLIO

Objective: Long-term capital growth with current income as a secondary
objective.
Invests in: Equity securities of U.S. companies with prospects for growth in
earnings and dividends.
Suitable for: Long-term investors seeking capital appreciation with some
income.
Key Benefit: Allows accumulation of assets over the long-term through capital
appreciation of equity investments and reinvestment of dividends.

DESCRIPTION OF THE FUND

The Value Fund seeks long-term capital growth with current income as a
secondary objective. The Fund normally invests at least 75% of its assets in
equity securities of U.S. companies with prospects for growth in earnings and
dividends.

TYPES OF INVESTMENTS:

The Fund primarily invests in:

common and preferred stocks, bonds and convertible preferred stock of U.S.
companies with at least $100 million in equity, listed on the New York or
American Stock Exchanges or traded in over-the-counter markets. The Adviser
looks for industries and companies which have potential primarily for
capital growth and secondarily for income;

ADRs of foreign companies traded on the New York or American Stock
Exchanges or in the over-the-counter market;

foreign securities (either foreign or U.S. securities traded in foreign
markets). The Fund may also invest in obligations denominated in foreign
currencies. In making these decisions, the Adviser will consider such
factors as the condition and growth potential of various economies and
securities markets, currency and taxation considerations and other
pertinent financial, social, national and political factors. (See "Other
Investment Policies" and "Foreign Investments.");

convertible bonds rated at least BBB by S&P or at least Baa by Moody's, or,
if not rated, determined to be of comparable quality by the Adviser;

money market instruments;

fixed rate notes and bonds and adjustable and variable rate notes of
companies whose common stock the Fund may acquire rated at least BBB by S&P
or at least Baa by Moody's, or which, if not rated, determined to be of
comparable quality by the Adviser (up to 5% of its net assets);

zero coupon bonds issued or guaranteed by the U.S. government, its agencies
or instrumentalities (up to 5% of its net assets);

obligations, including certificates of deposit and bankers' acceptances, of
banks or savings and loan associations having at least $1 billion in
deposits and insured by the BIF or the SAIF, including U.S. branches of
foreign banks and foreign branches of U.S. banks;

prime commercial paper, including master demand notes; and

repurchase agreements collateralized by eligible investments.

Bonds rated BBB by S&P or Baa by Moody's have speculative characteristics.
Changes in economic conditions or other circumstances are more likely to lead
to weakened capacity to make principal and interest payments than higher rated
bonds.

OTHER
INVESTMENT
POLICIES

The Funds have adopted the following practices for specific types of
investments.

DOWNGRADES

REPURCHASE AGREEMENTS

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

LENDING OF PORTFOLIO SECURITIES

In order to generate additional income, the Funds may lend portfolio
securities on a short-term or long-term basis to broker/dealers, banks, or
other institutional borrowers of securities. The Funds will only enter into
loan arrangements with creditworthy borrowers 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. As a matter of fundamental investment policy
which cannot be changed without shareholder approval, the Funds will not lend
any of their assets except portfolio securities up to 5% (in the case of the
Balanced and Value Funds) or 15% (in the case of the Utility Fund) of the
value of their respective total assets.

OPTIONS AND FUTURES

The Funds may attempt to hedge all or a portion of their portfolios through
the purchase of both put and call options on their portfolio securities and
listed put options on financial futures contracts for portfolio securities.
The Funds may also write covered call options on their portfolio securities to
attempt to increase their current income. The Funds will maintain their
positions in securities, option rights, and segregated cash subject to puts
and calls until the options are exercised, closed, or have expired. An option
position may be closed out only on an exchange which provides a secondary
market for an option of the same series. The Funds may purchase listed put
options on financial futures contracts. These options will be used only to
protect portfolio securities against decreases in value resulting from market
factors such as an anticipated increase in interest rates.

The Funds may write (i.e., sell) covered call and put options. By writing a
call option, a Fund becomes obligated during the term of the option to deliver
the securities underlying the option upon payment of the exercise price. By
writing a put option, a Fund becomes obligated during the term of the option
to purchase the securities underlying the option at the exercise price if the
option is exercised. The Funds also may write straddles (combinations of
covered puts and calls on the same underlying security).

The Funds may only write "covered" options. This means that so long as a Fund
is obligated as the writer of a call option, it will own the underlying
securities subject to the option or, in the case of call options on U.S.
Treasury bills, the Fund might own substantially similar U.S. Treasury bills.
A Fund will be considered "covered" with respect to a put option it writes if,
so long as it is obligated as the writer of the put option, it deposits and
maintains with its custodian in a segregated account liquid assets having a
value equal to or greater than the exercise price of the option.

The principal reason for writing call or put options is to obtain, through a
receipt of premiums, a greater current return than would be realized on the
underlying securities alone. The Funds receive a premium from writing a call
or put option which they retain whether or not the option is exercised. By
writing a call option, the Funds might lose the potential for gain on the
underlying security while the option is open, and by writing a put option, the
Funds might become obligated to purchase the underlying securities for more
than their current market price upon exercise.

A futures contract is a firm commitment by two parties: the seller, who agrees
to make delivery of the specific type of instrument called for in the contract
("going short"), and the buyer, who agrees to take
delivery of the instrument ("going long") at a certain time in the future.
Financial futures contracts call for the delivery of particular debt
instruments issued or guaranteed by the U.S. Treasury or by specified agencies
or instrumentalities of the U.S. government. If a Fund would enter into
financial futures contracts directly to hedge its holdings of fixed income
securities, it would enter into contracts to deliver securities at an
undetermined price (i.e., "go short") to protect itself against the
possibility that the prices of its fixed income securities may decline during
the Fund's anticipated holding period. A Fund would "go long" (agree to
purchase securities in the future at a predetermined price) to hedge against a
decline in market interest rates.

The Funds may also enter into currency and other financial futures contracts
and write options on such contracts. The Funds intend to enter into such
contracts and related options for hedging purposes. The Funds will enter into
futures on securities, currencies, or index-based futures contracts in order
to hedge against changes in interest or exchange rates or securities prices. A
futures contract on securities or currencies is an agreement to buy or sell
securities or currencies during a designated month at whatever price exists at
that time. A futures contract on a securities index does not involve the
actual delivery of securities, but merely requires the payment of a cash
settlement based on changes in the securities index. The Funds do not make
payment or deliver securities upon entering into a futures contract. Instead,
they put down a margin deposit, which is adjusted to reflect changes in the
value of the contract and which remains in effect until the contract is
terminated.

The Funds may sell or purchase currency and other financial futures contracts.
When a futures contract is sold by a Fund, the profit on the contract will
tend to rise when the value of the underlying securities or currencies
declines and to fall when the value of such securities or currencies
increases. Thus, the Funds sell futures contracts in order to offset a
possible decline in the profit on their securities or currencies. If a futures
contract is purchased by a Fund, the value of the contract will tend to rise
when the value of the underlying securities or currencies increases and to
fall when the value or such securities or currencies declines.

The Funds may enter into closing purchase and sale transactions in order to
terminate a futures contract and may buy or sell put and call options for the
purpose of closing out their options positions. The Funds' ability to enter
into closing transactions depends on the development and maintenance of a
liquid secondary market. There is no assurance that a liquid secondary market
will exist for any particular contract or at any particular time. As a result,
there can be no assurance that the Funds will be able to enter into an
offsetting transaction with respect to a particular contract at a particular
time. If the Funds are not able to enter into an offsetting transaction, the
Funds will continue to be required to maintain the margin deposits on the
contract and to complete the contract according to its terms, in which case
the Funds would continue to bear market risk on the transaction.

RISK CHARACTERISTICS OF OPTIONS AND FUTURES

Although options and futures transactions are intended to enable the Funds to
manage market, exchange, or interest rate risks, these investment devices can
be highly volatile, and the Funds' use of them can result
in poorer performance (i.e., the Funds' returns may be reduced). The Funds'
attempt to use such investment devices for hedging purposes may not be
successful. Successful futures strategies require the ability to predict
future movements in securities prices, interest rates and other economic
factors. When the Funds use financial futures contracts and options on
financial futures contracts as hedging devices, there is a risk that the
prices of the securities subject to the financial futures contracts and
options on financial futures contracts may not correlate perfectly with the
prices of the securities in the Funds' portfolios. This may cause the
financial futures contract and any related options to react to market changes
differently than the portfolio securities. In addition, the Adviser could be
incorrect in its expectations and forecasts about the direction or extent of
market factors, such as interest rates, securities price movements, and other
economic factors. Even if the Adviser correctly predicts interest rate
movements, a hedge could be unsuccessful if changes in the value of a Fund's
futures position did not correspond to changes in the value of its
investments. In these events, the Funds may lose money on the financial
futures contracts or the options on financial futures contracts. It is not
certain that a secondary market for positions in financial futures contracts
or for options on financial futures contracts will exist at all times.
Although the Adviser will consider liquidity before entering into financial
futures contracts or options on financial futures contracts transactions,
there is no assurance that a liquid secondary market on an exchange will exist
for any particular financial futures contract or option on a financial futures
contract at any particular time. The Funds' ability to establish and close out
financial futures contracts and options on financial futures contract
positions depends on this secondary market. If a Fund is unable to close out
its position due to disruptions in the market or lack of liquidity, the Fund
may lose money on the futures contract or option, and the losses to the Fund
could be significant.

FOREIGN INVESTMENTS

The Funds may invest in foreign securities or securities denominated in or
indexed to foreign currencies. These may involve additional risks.
Specifically, they may be affected by the strength of foreign currencies
relative to the U.S. dollar, or by political or economic developments in
foreign countries. Accounting procedures and government supervision may be
less stringent than those applicable to U.S. companies. There may be less
publicly available information about a foreign company than about a U.S.
company. Foreign markets may be less liquid or more volatile than U.S. markets
and may offer less protection to investors. It may also be more difficult to
enforce contractual obligations abroad than would be the case in the United
States because of differences in the legal systems. Foreign securities may be
subject to foreign taxes, which may reduce yield, and may be less marketable
than comparable U.S. securities. All these factors are considered by the
Adviser before making any of these types of investments.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

Each Fund may invest in the securities of other investment companies that have
investment objectives and policies similar to its own. This is a short-term
measure to invest cash which has not yet been invested in other portfolio
instruments and is subject to the following limitations: (1) no Fund will own
more than 3%
of the total outstanding voting stock of any one investment company, (2) no
Fund may invest more than 5% of its total assets in any one investment company
and (3) no Fund may invest more than 10% of its total assets in investment
companies in general. The Adviser will waive its investment advisory fee on
assets invested in securities of other open-end investment companies.

RESTRICTED AND ILLIQUID SECURITIES

The Funds may invest up to 10% of their net assets in securities which are
subject to restrictions on resale under federal securities law.

The Balanced and Value Funds may invest up to 10% of their net assets in
illiquid securities. The Utility Fund may invest up to 15% of its net assets
in illiquid securities. With respect to the Balanced and Utility Funds,
illiquid securities include 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. With
respect to the Value Fund, illiquid securities include repurchase agreements
providing for settlement in more than seven days after notice and certain
restricted securities.

The following investment limitations cannot be changed without shareholder
approval.

BORROWING MONEY

The Funds will not borrow money directly or through reverse repurchase
agreements or pledge securities, except under certain circumstances, a Fund
may borrow up to one-third of the value of its total assets and pledge up to
10% (in the case of Value Fund) and 15% (in the case of the Balanced and
Utility Funds) of the value of those assets to secure such borrowings.

DIVERSIFICATION

With respect to 75% of the value of its total assets, no Fund may invest more
than 5% of its total assets in securities of one issuer (except cash or cash
items, repurchase agreements collateralized by U.S. government securities and
U.S. government obligations) or own more than 10% of the outstanding voting
securities of one issuer.

CONCENTRATION OF INVESTMENTS

The Utility Fund will not purchase any security of any issuer if, as a result,
more than 25% of its total assets would be invested in any one industry other
than the utilities industry, except that the Fund may invest more than 25% of
the value of its total assets in securities issued or guaranteed by the U.S.
government, its agencies, or instrumentalities.

SELLING SHORT

The Balanced Fund will not make short sales of securities, except in certain
limited circumstances.

Certain of the Funds have adopted the following investment limitations, which
may be changed by the Trustees without shareholder approval.

NEW ISSUERS

The Balanced Fund will not invest more than 5% of the value of its total
assets in securities of issuers (or guarantors, where applicable) which have
records of less than three years of continuous operations, including the
operation of any predecessor.

WARRANTS

The Balanced and Value Funds may not invest more than 5% of their net assets
in warrants. No more than 2% of this 5% may be in warrants which are not
listed on the New York or American Stock Exchanges.

SHAREHOLDER
GUIDE

SHARE PRICE CALCULATION

In the case of no-load Funds, the net asset value, the market price and the
offering price of Shares are all the same.

PERFORMANCE INFORMATION

A Fund's performance may be quoted in terms of total return and yield.
Performance information is historical and is not intended to indicate future
results.

From time to time, the Funds may make available certain information about the
performance of Y Shares. It is generally reported using total return and
yield.

The yield does not necessarily reflect income actually earned by Y Shares of
the Funds and, therefore, may not correlate to the dividends or other
distributions paid to shareholders.

Total return and yield will be calculated separately for Y Shares, Class A
Shares, Class B Shares and Class C Shares of a Fund. Because Class A Shares
are subject to a Rule 12b-1 fee, and Class B Shares and Class C Shares are
subject to a Rule 12b-1 fee and a shareholder services fee, the yield will be
lower than that of Y Shares. The sales load applicable to Class A Shares also
contributes to a lower total return for Class A Shares. In addition, Class B
Shares and Class C Shares are subject to similar non-recurring charges, such
as the contingent deferred sales charge ("CDSC"), which, if excluded, would
increase the total return for Class B Shares and Class C Shares, respectively.

From time to time, a Fund may advertise its performance using certain rankings
published in financial publications and/or compare its performance to certain
indices.

HOW TO
BUY SHARES

Shares may be purchased at a price equal to their net asset value per Share
next determined after receipt of an order.

MINIMUM INVESTMENT

You may invest as often as you want in the Funds. There are no sales charges
imposed on Y Shares of the Funds. However, there is a $1,000 minimum initial
investment requirement which may be waived in certain situations. For further
information, please contact the Capital Management Group of First Union at1-
800-326-2584. Subsequent investments may be in any amounts.

BY TELEPHONE

METHOD OF PAYMENT

Payment may be made by check or federal funds or by debiting your account at
First Union. Purchase orders must be received by 4:00 p.m. (Eastern time).
Payment is required on the next business day.

SHAREHOLDER ACCOUNTS

MINIMUM BALANCE

HOW TO CONVERT
YOUR INVESTMENT
FROM ONE
FIRST UNION
FUND TO ANOTHER
FIRST UNION FUND

As a shareholder, you have the privilege of exchanging your Shares for shares
of another First Union Fund.

As long as the First Union Fund in which you are invested will not be
adversely affected, you may switch among the First Union Funds within the
Trust. Before the exchange, you must call First Union at 1-800-326-2584 to
receive a prospectus for the First Union Fund into which you want to exchange.
Read the prospectus carefully. Each exchange represents the sale of shares of
one First Union Fund and the purchase of shares in another First Union Fund,
which may produce a gain or loss for tax purposes.

When exchanging into and out of load and no-load shares of First Union Funds,
shareholders who have already paid a sales charge once at the time of
purchase, including shares obtained through the reinvestment of dividends,
will not have to pay an additional sales charge on an exchange.

If reasonable procedures are not followed by a Fund, it may be liable for
losses due to unauthorized or fraudulent telephone instructions.

EXCHANGE RESTRICTIONS

Although the Trust has no intention of terminating or modifying the exchange
privilege, it reserves the right to do so at any time. Excessive trading can
impact the interests of shareholders. Therefore, the Trust reserves the right
to terminate the exchange privilege of any shareholder who makes more than
five exchanges of shares of the First Union Funds in a year or three exchanges
in a calendar quarter.

HOW TO
REDEEM SHARES

Shares are redeemed at their net asset value next determined after a proper
redemption request has been received, less any fees.

You may redeem Shares in person or by telephoning First Union at 1-800-326-
2584 or by written request to First Union. There is no redemption fee charged.
Telephone redemption instructions may be recorded.

If reasonable procedures are not followed by a Fund, it may be liable for
losses due to unauthorized or fraudulent telephone instructions.

MANAGEMENT
OF FIRST
UNION FUNDS

INVESTMENT ADVISER

Professional investment supervision for the Funds is provided by the
investment adviser, the Capital Management Group of First Union.

First Union's Capital Management Group employs an experienced staff of
professional investment analysts, portfolio managers, and traders, and uses
several proprietary computer-based systems in conjunction with fundamental
analysis to identify investment opportunities. The Capital Management Group
has been managing trust assets for over 50 years and currently oversees assets
of more than $51.2 billion. In addition, the Capital Management Group has
advised the Trust since its inception in 1984.

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

R. Dean Hawes is a Vice President of First Union National Bank of North
Carolina, N.A., and is the Director of Employee Benefit Portfolio Management.
Mr. Hawes joined First Union in 1981 after spending five years with Merrill
Lynch, Pierce, Fenner, & Smith and Townsend Investments. Mr. Hawes has served
as the portfolio manager of the Balanced Fund since its inception in January
1991.

H. Bradley Donovan is an Assistant Vice President of First Union National Bank
of North Carolina, N.A., and has been with First Union since 1992. Prior to
that, Mr. Donovan had served as a portfolio manager & equity analyst at The
Bank of Boston. Mr. Donovan has served as the portfolio manager of the Utility
Fund since July 1994.

William T. Davis, Jr. is a Vice President of First Union National Bank of
North Carolina, N.A., and has been with First Union since 1986. Prior to that,
Mr. Davis served as a securities analyst for Seibels Bruce (Insurance) Group.
Mr. Davis has served as the portfolio manager of the Value Fund since March
1991.

FUND ADMINISTRATION

Federated Securities Corp., Pittsburgh, Pennsylvania, a subsidiary of
Federated Investors, is the principal distributor for the Funds. It is a
Pennsylvania corporation organized on November 14, 1969, and is the principal
distributor for a number of investment companies.

State Street Bank and Trust Company, Boston, Massachusetts, serves as
custodian for the securities and cash of the Funds.

Federated Services Company, Pittsburgh, Pennsylvania, a subsidiary of
Federated Investors, serves as transfer agent and provides dividend
disbursement and other shareholder services for the Funds.

Legal counsel to those Trustees who are not "interested persons" of the Trust,
as defined in the Investment Company Act of 1940, is provided by Sullivan &
Worcester, Washington, D.C.

The independent auditors for the Trust are KPMG Peat Marwick LLP, Pittsburgh,
Pennsylvania.

FEES AND EXPENSES

Each Fund pays annual advisory and administrative fees and certain expenses.

ADVISORY AND ADMINISTRATIVE FEES

For managing their investment and business affairs, the Funds pay an annual
fee to First Union. The Adviser receives an annual investment advisory fee
equal to 0.50 of 1% of each of the Growth and Income Fund's average daily net
assets. The Adviser may voluntarily choose to waive a portion of its fee or
reimburse the Funds for certain operating expenses.

The Trust also pays a fee for administrative services. FAS provides these at
an annual rate as specified below:

<TABLE>
<CAPTION>
Maximum Average Aggregate Daily
Administrative Fee Net Assets of the Trust
------------------ -----------------------
<S> <C>
.150 of 1% on the first $250 million
.125 of 1% on the next $250 million
.100 of 1% on the next $250 million
.075 of 1% on assets in excess of $750 million
</TABLE>

Unless waived, the administrative fee received during any fiscal year shall
aggregate at least $50,000 per First Union Fund.

EXPENSES OF THE FUNDS AND Y SHARES

The Funds' expenses under the Rule 12b-1 Plans are incurred solely by the
Class A Shares, Class B Shares and Class C Shares. In addition, the Funds'
expenses under a shareholder services plan are incurred solely by the Class B
Shares and Class C Shares. The Trustees reserve the right to allocate certain
expenses to holders of Shares as they deem appropriate ("Class Expenses"). In
any case, Class Expenses would be limited to: Rule 12b-1 fees; shareholder
services fees; transfer agent fees; printing and postage expenses;
registration fees; and administrative, legal, and Trustees' fees. Presently,
all Fund expenses, other than Rule 12b-1 fees and shareholder services fees,
are allocated based upon the average daily net assets of each class of a Fund.

SHAREHOLDER
RIGHTS AND
PRIVILEGES

VOTING RIGHTS

As of February 6, 1995, First Union National Bank of Charlotte, North
Carolina, acting in various capacities for numerous accounts, was the owner of
record of approximately 67,604,537 shares (98.44%) of Balanced Fund Y Shares;
and First Union Brokerage Service, for the exclusive benefit of Naomi Hamuy of
Coral Springs, Florida, was the owner of record of approximately 8,864 shares
(49.20%) of Balanced Fund Class C Investment Shares, and therefore may, for
certain purposes, be deemed to control the Balanced Fund and be able to affect
the outcome of certain matters presented for a vote of shareholders.

As of February 6, 1995, First Union National Bank, Charlotte, North Carolina,
acting in various capacities for numerous accounts, was the owner of record of
approximately 563,915 shares (97.41%) of Utility Fund-Y Shares; and First
Union Brokerage Service, for the exclusive benefit of Elsie and Lewis Strom,
both of Bennettsville, South Carolina, was the owner of record of
approximately 5,470 shares (38.00%) of Utility Fund Class C Investment Shares,
and therefore may, for certain purposes, be deemed to control the Utility Fund
and be able to affect the outcome of certain matters presented for a vote of
shareholders.

As of February 6, 1995, First Union National Bank, Charlotte, North Carolina,
acting in various capacities for numerous accounts, was the owner of record of
approximately 25,570,079 shares (90.57%) of Value Fund-Y Shares, and therefore
may, for certain purposes, be deemed to control the Value Fund and be able to
affect the outcome of certain matters presented for a vote of shareholders.

Trustees may be removed by a two-thirds vote of the number of Trustees prior
to such removal or by a two-thirds vote of the shareholders at a special
meeting. A special meeting of shareholders shall be called by the Trustees
upon the written request of shareholders owning at least 10% of the Trust's
outstanding shares of all series entitled to vote.

MASSACHUSETTS PARTNERSHIP LAW

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 the
property of the Trust 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 cannot
meet its obligations to indemnify shareholders and pay judgments against them
from its assets.

EFFECT OF BANKING LAWS

Sullivan & Cromwell has advised First Union that First Union may perform the
services for the Funds set forth in the investment advisory agreement, this
prospectus and the Statements of Additional Information without violation of
the Glass-Steagall Act or other applicable federal banking laws or
regulations. Such counsel has pointed out, however, that changes in federal
statutes and regulations relating to the permissible activities of banks, as
well as further judicial or administrative decisions or interpretations of
such statutes and regulations, could prevent First Union from continuing to
perform such services for the Funds or from continuing to purchase Shares for
the accounts of its customers. If First Union were prohibited from acting as
investment adviser to the Funds, it is expected that the Trustees would
recommend to the Funds' shareholders that they approve a new investment
adviser selected by the Trustees. It is not expected that the Funds'
shareholders would suffer any adverse financial consequences (if another
adviser with equivalent abilities to First Union is found) as a result of any
of these occurrences.

DISTRIBUTIONS
AND TAXES

Each Fund pays out as dividends substantially all of its net investment income
(dividends and interest on its investments) and net realized short-term gains.

DIVIDENDS

Dividends are declared and paid quarterly for the Value and Balanced Funds,
and dividends are declared and paid monthly for the Utility Fund. Dividends
are declared just prior to determining net asset value. Any distributions will
be automatically reinvested in additional Shares on payment dates at the ex-
dividend date net asset value without a sales charge unless a shareholder
otherwise instructs the Fund or First Union in writing.

CAPITAL GAINS

Any net long-term capital gains realized by the Funds will be distributed at
least once every 12 months.

TAX
INFORMATION

Income dividends and capital gains distributions are taxable as described
below.

FEDERAL INCOME TAX

The Funds pay no federal income tax if they meet the requirements of the
Internal Revenue Code, as amended, applicable to regulated investment
companies and will receive the special tax treatment afforded to such
companies.

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

OTHER CLASSES
OF SHARES

First Union Growth and Income Funds offer four classes of shares: Y Shares for
institutional investors, and Class A Shares, Class B Shares and Class C Shares
for individuals and other customers of First Union.

Class A Shares, Class B Shares and Class C Shares are sold to customers of
First Union and others at net asset value plus a sales charge which, at the
election of the purchaser, may be imposed either (i) at the time of purchase
(the Class A Shares), or (ii) on a contingent deferred basis (the Class B
Shares and Class C Shares). Shareholders of record in any First Union Fund at
October 12, 1990, and the members of their immediate families, will be exempt
from sales charges on any future purchases in any of the First Union Funds.
Employees of First Union, Federated Securities Corp. and their affiliates, and
certain trust accounts for which First Union or its affiliates act in an
administrative, fiduciary, or custodial capacity, board members of First Union
and the above-mentioned entities and the members of the immediate families of
any of these persons, will also be exempt from sales charges. In addition, no
front-end sales charges are imposed on Class A Shares purchased by
institutional investors, which may include bank trust departments
and registered investment advisers, and through qualified and non-qualified
employee benefit and savings plans which make Shares of the First Union Funds
available to their participants, and which: (a) are employee benefit plans
having at least $1,000,000 in investable assets, or 250 or more eligible
participants; or (b) are non-qualified benefit or profit sharing plans which
are sponsored by an organization which also makes the First Union Funds
available through a qualified plan meeting the criteria specified under (a).
Payments may be made to broker/dealers or other financial intermediaries whose
employee benefit plan clients purchase Shares under the foregoing front-end
sales charge exemption in an amount equal to up to 0.50 of 1% of the net asset
value of Class A Shares purchased. These payments are subject to reclaim in
the event Class A Shares are redeemed within 12 months after purchase. Class A
Shares, Class B Shares and Class C Shares are distributed pursuant to Rule
12b-1 Plans adopted by the Trust, whereby the distributor is paid a fee of
0.25 of 1% for Class A Shares and 0.75 of 1% for Class B Shares and Class C
Shares of each Fund's average daily net asset value. In addition, Class B
Shares and Class C Shares pay a shareholder services fee of 0.25 of 1% of the
respective class's average daily net assets.

SHAREHOLDER
REPORTS

Shareholders receive, in addition to their account statements, periodic
reports highlighting relevant financial information for the Trust and the
Funds, including investment results and changes in portfolio holdings. In
order to reduce the volume of mail that shareholders receive, and to reduce
the Funds' printing and postage expenses, only one copy of most Fund reports
and annual prospectus updates are mailed to each shareholder household (i.e.,
an address to which more than one shareholder of record has indicated that
mail should be delivered). In the event that a shareholder wishes to receive
additional reports or prospectuses, the shareholder should either contact the
Capital Management Group of First Union at 1-800-326-2584, or write the Trust.

ADDRESSES

- --------------------------------------------------------------------------------

First Union Funds Federated Investors Tower
Pittsburgh, Pennsylvania
15222-3779

- --------------------------------------------------------------------------------

Distributor
Federated Securities Corp. Federated Investors Tower
Pittsburgh, Pennsylvania
15222-3779
- --------------------------------------------------------------------------------

Custodian
State Street Bank and Trust Company P.O. Box 8609
Boston, Massachusetts
02266-8609
- --------------------------------------------------------------------------------

Transfer Agent and Dividend Disbursing Agent
Federated Services Company Federated Investors Tower
Pittsburgh, Pennsylvania
15222-3779
- --------------------------------------------------------------------------------

Legal Counsel to the Independent Trustees
Sullivan & Worcester 1025 Connecticut Ave., N.W.
Washington, D.C. 20036
- --------------------------------------------------------------------------------

Independent Auditors
KPMG Peat Marwick LLP One Mellon Bank Center
Pittsburgh, Pennsylvania
15219
- --------------------------------------------------------------------------------

Federated Securities Corp., Distributor

535678 (10/pkg.) G00850-08 (2/95)

PROSPECTUS

FIRST UNION
GROWTH FUNDS

CLASS A, B, AND C
INVESTMENT SHARES

FEBRUARY 28, 1995

[LOGO]

FIRST UNION
GROWTH
FUNDS

Portfolios of First Union Funds

CLASS A INVESTMENT SHARES
CLASS B INVESTMENT SHARES
CLASS C INVESTMENT SHARES
- --------------------------------------------------------------------------------
P R O S P E C T U S

February 28, 1995

First Union Funds (the "Trust") is a mutual fund with 17 portfolios, offering a
variety of investment opportunities. The Trust currently includes two
diversified Growth Funds, three diversified Growth and Income Funds, three
diversified Income Funds, three diversified Money Market Funds, and one
diversified and five non-diversified Tax-Free Funds. They are:

Growth Funds
. First Union Emerging Markets Growth Portfolio; and
. First Union International Equity Portfolio.

Growth and Income Funds
. First Union Balanced Portfolio;
. First Union Utility Portfolio; and
. First Union Value Portfolio.

Income Funds
. First Union Fixed Income Portfolio;
. First Union Managed Bond Portfolio; and
. First Union U.S. Government Portfolio.

Money Market Funds
. First Union Money Market Portfolio;
. First Union Tax Free Money Market Portfolio; and
. First Union Treasury Money Market Portfolio.

Tax-Free Funds
. First Union Florida Municipal Bond Portfolio;
. First Union Georgia Municipal Bond Portfolio;
. First Union North Carolina Municipal Bond Portfolio;
. First Union South Carolina Municipal Bond Portfolio;
. First Union Virginia Municipal Bond Portfolio; and
. First Union High Grade Tax Free Portfolio (formerly, First Union Insured Tax
Free Portfolio).

This prospectus provides you with information specific to the Class A
Investment Shares ("Class A Shares"), Class B Investment Shares ("Class B
Shares"), and Class C Investment Shares ("Class C Shares") (collectively
referred to as "Investment Shares") of First Union Growth Funds. It concisely
describes the information which you should know before investing in Class A
Shares, Class B Shares or Class C Shares of either of the First Union Growth
Funds. Please read this prospectus carefully and keep it for future reference.

You can find more detailed information about each First Union Growth Fund in
the Combined Statement of Additional Information, dated February 28, 1995,
filed with the Securities and Exchange Commission and incorporated by reference
into this prospectus. The Statement is available free of charge by writing to
First Union Funds, Federated Investors Tower, Pittsburgh, PA 15222-3779 or by
calling 1-800-326-3241.

The Trust is sponsored and distributed by third parties independent of First
Union National Bank of North Carolina ("First Union").

TABLE OF
CONTENTS

Summary 2 How to Redeem Shares 20
- -------------------------------------- --------------------------------------

Summary of Fund Expenses 4 Additional Shareholder Services 20
- -------------------------------------- --------------------------------------

Financial Highlights 7 Management of First Union Funds 21
- -------------------------------------- --------------------------------------

Investment Objectives and Policies 9 Fees and Expenses 24
- -------------------------------------- --------------------------------------

First Union Emerging Markets Growth Shareholder Rights and Privileges 25
Portfolio 9 --------------------------------------
- --------------------------------------

Distributions and Taxes 27
First Union International Equity --------------------------------------
Portfolio 9

- -------------------------------------- Tax Information 27

--------------------------------------
Types of Investments 10

- -------------------------------------- Other Classes of Shares 27

--------------------------------------
Other Investment Policies 10

- -------------------------------------- Shareholder Reports 28

--------------------------------------
Shareholder Guide 15

- -------------------------------------- Addresses 29

--------------------------------------
How to Buy Shares 16

- --------------------------------------

How to Convert Your Investment from
One First Union Fund to Another
First Union Fund 19
- --------------------------------------

SUMMARY

DESCRIPTION OF THE TRUST

First Union Funds is an open-end, management investment company, established as
a Massachusetts business trust under a Declaration of Trust dated August 30,
1984. The Trust currently consists of 17 portfolios, each representing a
different First Union Fund. Each Growth Fund is divided into four classes of
shares: Class A Shares, Class B Shares, Class C Shares and Y Shares. Class A,
Class B, and Class C Shares are sold to individuals and other customers of
First Union (the "Adviser") or its affiliates and are sold at net asset value
plus a sales charge which, at the election of the purchaser, may be imposed
either (i) at the time of purchase (the Class A Shares), or (ii) on a
contingent deferred basis (the Class B and Class C Shares). Y Shares are
designed primarily for institutional investors (banks, corporations, and
fiduciaries). This prospectus relates to all three classes of Investment Shares
("Shares") of First Union Growth Funds (collectively, the "Funds").

THE FUNDS AND OBJECTIVES

As of the date of this prospectus, Class A, Class B, and Class C Shares are
offered in the following two Funds:

. First Union International Equity Portfolio ("International Equity Fund")--
seeks to provide long-term capital appreciation. The International Equity
Fund invests in equity securities of non-U.S. issuers.

INVESTMENT MANAGEMENT

The Funds are advised by First Union, through its Capital Management Group.
First Union has responsibility for investment research and supervision of the
Funds, in addition to the purchase or sale of portfolio instruments, for which
it receives an annual fee. The Emerging Markets Growth Fund and the
International Equity Fund are sub-advised by Marvin & Palmer Associates, Inc.
("Marvin & Palmer") and Boston International Advisors, Inc. ("Boston
International"), respectively.

PURCHASING AND REDEEMING SHARES

For information on purchasing Class A, Class B, and Class C Shares of the
Funds, please refer to the Shareholder Guide section entitled "How to Buy
Shares." Redemption information may be found under "How to Redeem Shares."

RISK FACTORS

Investors should be aware of the following general observations. The foreign
securities in which the Funds may invest may be subject to certain risks in
addition to those inherent in U.S. investments. The Funds may make certain
investments and employ certain investment techniques that involve other risks,
including entering into repurchase agreements, investing in when-issued
securities, lending portfolio securities and entering into futures contracts
and related options as hedges. These risks are described under "Investment
Objectives and Policies" for each Fund and "Other Investment Policies."

SUMMARY OF
FUND EXPENSES

FIRST UNION GROWTH FUNDS CLASS A SHARES
<TABLE>
<CAPTION>
Emerging Markets International
Growth Fund Equity Fund
---------------- -------------
<S> <C> <C>
Class A Shares
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)............ 4.75% 4.75%
Maximum Sales Load Imposed on Reinvested Divi-
dends
(as a percentage of offering price)............ None None
Contingent Deferred Sales Charge (as a percent-
age of original purchase price or
redemption proceeds, as applicable)............ None None
Redemption Fees (as a percentage of amount re-
deemed, if applicable)......................... None None
Exchange Fee.................................... None None
<CAPTION>
Annual Class A Shares Operating Expenses*
<S> <C> <C>
(As a percentage of projected average net
assets)
Management Fee (after waiver) (1)............... 0.00% 0.21%
12b-1 Fees (2).................................. 0.25% 0.25%
Total Other Expenses (after waiver) (3)......... 1.50% 0.79%
Total Class A Shares Operating Expenses (4)... 1.75% 1.25%
</TABLE>

(1) The management fees of Emerging Markets Growth and International Equity
Funds have been reduced to reflect the anticipated voluntary waivers by the
Adviser. The Adviser may terminate these voluntary waivers at any time at its
sole discretion. The maximum management fees for Emerging Markets Growth and
International Equity Funds are 1.50% and 0.82%, respectively.

(2) The Class A Shares can pay up to 0.75 of 1% of Class A Shares' average
daily net assets as a 12b-1 fee. For the foreseeable future, the Funds plan to
limit the Class A Shares' 12b-1 payments to 0.25 of 1% of Class A Shares'
average daily net assets.

(3) Total Other Expenses for Emerging Markets Growth and International Equity
Funds are estimated to be 2.73% and 0.96%, respectively, absent the
anticipated voluntary waivers by the Administrator, and additionally for
Emerging Markets Growth Fund, the reimbursement of certain other expenses by
the Adviser. The Administrator and Adviser may terminate these waivers and
reimbursements at any time at their sole discretion.

(4) The Total Class A Shares Operating Expenses for Emerging Markets Growth
and International Equity Funds were 1.78% and 1.26%, respectively, for the
fiscal year ended December 31, 1994. Total Class A Shares Operating Expenses
for Emerging Markets Growth and International Equity Funds, absent the
voluntary waivers by the Adviser and Administrator, were 3.96% and 2.09%,
respectively, for the fiscal year ended December 31, 1994. The Annual Class A
Shares Operating Expenses in the table above are based on expenses expected
during the fiscal year ending December 31, 1995. The Total Class A Shares
Expected Operating Expenses for Emerging Markets Growth and International
Equity Funds would be 4.48% and 2.03%, respectively, absent the voluntary
waivers and reimbursements described above in notes 1 and 3.

* Expenses in this table are estimated based on average expenses expected to
be incurred during the fiscal year ending December 31, 1995. 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 an investor in understanding the
various costs and expenses that a shareholder of the Funds will bear, either
directly or indirectly. For more complete descriptions of the various costs
and expenses, see "Fees and Expenses." Wire-transferred redemptions of less
than $5,000 may be subject to additional fees.

<TABLE>
<CAPTION>
EXAMPLE 1 year 3 years
- ------- ------ -------
<S> <C> <C>
You would pay the following expenses on a $1,000 investment,
assuming (1) a 5% annual return; (2) redemption at the end of
each time period; and (3) payment of maximum sales load. The
Funds charge no redemption fees for Class A Shares.
Emerging Markets Growth Fund................................. $64 $100
International Equity Fund.................................... $60 $ 85
</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 December 31,
1995.

The information set forth in the foregoing table and example relates only to
Class A Shares of the Funds. The Funds also offer three additional classes of
shares, called Y Shares, Class B Shares and Class C Shares. In general, all
expenses are allocated based upon the daily net assets of each class. Y Shares
bear no sales load, 12b-1 fee or shareholder service fee. Class B Shares are
subject to a 12b-1 fee of 0.75 of 1%, a shareholder service fee of 0.25 of 1%
and bear a maximum contingent deferred sales charge of 5.00%. Class C Shares
are subject to a 12b-1 fee of 0.75 of 1%, a shareholder service fee of 0.25 of
1% and bear a maximum contingent deferred sales charge of 1.00%. Y Shares,
Class B Shares and Class C Shares do not bear a front-end sales load. See
"Other Classes of Shares."

SUMMARY OF
FUND EXPENSES

FIRST UNION GROWTH FUNDS CLASS B SHARES
<TABLE>
<CAPTION>
Emerging Markets
Growth Fund International Equity Fund
----------------------------- -----------------------------
Class B Shares
Shareholder Transaction Expenses
<S> <C> <C>
Maximum Sales Load Im-
posed on Purchases
(as a percentage of of-
fering price).......... None None
Maximum Sales Load Im-
posed on Reinvested
Dividends
(as a percentage of of-
fering price).......... None None
Contingent Deferred
Sales Charge (as a
percentage of original 5% during the first year, 5% during the first year,
purchase price or 4% during the second year, 4% during the second year,
redemption proceeds, as 3% during the third year, 3% during the third year,
applicable) (1)........ 3% during the fourth year, 3% during the fourth year,
2% during the fifth year, 2% during the fifth year,
1% during the sixth year, 1% during the sixth year,
1% during the seventh year, 1% during the seventh year,
and 0% after the seventh year and 0% after the seventh year
Redemption Fees (as a
percentage of amount
redeemed, if applica-
ble)................... None None
Exchange Fee............ None None
<CAPTION>
Annual Class B Shares Operating
Expenses*
<S> <C> <C>
(As a percentage of
projected average net
assets)
Management Fee (after
waiver) (2)............ 0.00% 0.21%
12b-1 Fees.............. 0.75% 0.75%
Total Other Expenses
(after waiver) (3)..... 1.75% 1.04%
Shareholder Services
Fee................. 0.25% 0.25%
Total Class B Shares Op-
erating Expenses
(4)................. 2.50% 2.00%
</TABLE>

(1) No contingent deferred sales charge is imposed on (a) Shares purchased
more than seven years prior to redemption, (b) Shares acquired through the
reinvestment of dividends and distributions, and (c) the portion of redemption
proceeds attributable to increases in the value of an account above the net
cost of the investment due to increases in the net asset value per Share.

(2) The management fees of Emerging Markets Growth and International Equity
Funds have been reduced to reflect the anticipated voluntary waivers by the
Adviser. The Adviser may terminate these voluntary waivers at any time at its
sole discretion. The maximum management fees for Emerging Markets Growth and
International Equity Funds are 1.50% and 0.82%, respectively.

(3) Total Other Expenses for Emerging Markets Growth and International Equity
Funds are estimated to be 2.98% and 1.21%, respectively, absent the
anticipated voluntary waivers by the Administrator, and additionally for
Emerging Markets Growth Fund, the reimbursement of certain other expenses by
the Adviser. The Administrator and Adviser may terminate these waivers and
reimbursements at any time at their sole discretion.

(4) The Total Class B Shares Operating Expenses for Emerging Markets Growth
and International Equity Funds were 2.53% and 2.02%, respectively, for the
fiscal year ended December 31, 1994. Total Class B Shares Operating Expenses
for Emerging Markets Growth and International Equity Funds, absent the
voluntary waivers by the Adviser and Administrator, were 4.71% and 2.85%,
respectively, for the fiscal year ended December 31, 1994. The Annual Class B
Shares Operating Expenses in the table above are based on expenses expected
during the fiscal year ending December 31, 1995. The Total Class B Shares
Expected Operating Expenses for Emerging Markets Growth and International
Equity Funds would be 5.23% and 2.78%, respectively, absent the voluntary
waivers and reimbursements described above in notes 2 and 3.

The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of the Funds will bear, either
directly or indirectly. For more complete descriptions of the various costs
and expenses, see "Fees and Expenses." Wire-transferred redemptions of less
than $5,000 may be subject to additional fees.

<TABLE>
<CAPTION>
EXAMPLE 1 year 3 years
- ------- ------ -------
<S> <C> <C>
You would pay the following expenses on a $1,000 investment, assuming (1) a 5% annual
return
and (2) redemption at the end of each time period:
Emerging Markets Growth Fund....................................................... $77 $110
International Equity Fund.......................................................... $72 $96
You would pay the following expenses on the same investment, assuming no redemptions:
Emerging Markets Growth Fund....................................................... $25 $78
International Equity Fund.......................................................... $20 $63
</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. The example
for Class B Shares is based on estimated data for the fiscal year ending
December 31, 1995.

The information set forth in the foregoing table and example relates only to
Class B Shares of the Funds. The Funds also offer three additional classes of
shares, called Y Shares, Class A Shares and Class C Shares. In general, all
expenses are allocated based upon the daily net assets of each class. Y Shares
bear no sales load, 12b-1 fee or shareholder service fee. Class A Shares are
subject to a 12b-1 fee of 0.25 of 1%and bear a maximum sales load of 4.75%.
Class C Shares are subject to a 12b-1 fee of 0.75 of 1%, a shareholder service
fee of 0.25 of 1% and bear a maximum contingent deferred sales charge of
1.00%. See "Other Classes of Shares."

SUMMARY OF
FUND EXPENSES

FIRST UNION GROWTH FUNDS CLASS C SHARES

<TABLE>
<CAPTION>
Emerging Markets Growth
Fund International Equity Fund
--------------------------- ---------------------------
Class C Shares
Shareholder Transaction Expenses
<S> <C> <C>
Maximum Sales Load Im-
posed on Purchases
(as a percentage of of-
fering price).......... None None
Maximum Sales Load Im-
posed on Reinvested
Dividends
(as a percentage of of-
fering price).......... None None
Contingent Deferred
Sales Charge (as a per-
centage of original
purchase
price or redemption
proceeds, as applica- 1% during the first year, 1% during the first year,
ble) (1)............... and 0% after the first year and 0% after the first year
Redemption Fees (as a
percentage of amount
redeemed, if applica-
ble)................... None None
Exchange Fee............ None None
<CAPTION>
Annual Class C Shares Operating
Expenses*
<S> <C> <C>
(As a percentage of
projected average net
assets)
Management Fee (after
waiver) (2)............ 0.00% 0.21%
12b-1 Fees.............. 0.75% 0.75%
Total Other Expenses
(after waiver) (3)..... 1.75% 1.04%
Shareholder Services
Fee.................... 0.25% 0.25%
Total Class C Shares
Operating Expenses (4). 2.50% 2.00%
</TABLE>

(1) No contingent deferred sales charge is imposed on (a) Shares purchased
more than one year prior to redemption, (b) Shares acquired through the
reinvestment of dividends and distributions, and (c) the portion of redemption
proceeds attributable to increases in the value of an account above the net
cost of the investment due to increases in the net asset value per Share.

(2) The management fees of Emerging Markets Growth and International Equity
Funds have been reduced to reflect the voluntary waivers by the Adviser. The
Adviser may terminate these voluntary waivers at any time at its sole
discretion. The maximum management fees for Emerging Markets Growth and
International Equity Funds are 1.50% and 0.82%, respectively.

(4) The Total Class C Shares Operating Expenses for Emerging Markets Growth
and International Equity Funds were 2.53% and 2.01%, respectively, for the
fiscal year ended December 31, 1994. Total Class C Shares Operating Expenses
for Emerging Markets Growth and International Equity Funds, absent the
voluntary waivers by the Adviser and Administrator, were 4.71% and 2.84%,
respectively, for the fiscal year ended December 31, 1994. The Annual Class C
Shares Operating Expenses in the table above are based on expenses expected
during the fiscal year ending December 31, 1995. The Total Class C Shares
Expected Operating Expenses for Emerging Markets Growth and International
Equity Funds would be 5.23% and 2.78%, respectively, absent the voluntary
waivers and reimbursements described above in notes 2 and 3.

The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of the Funds will bear, either
directly or indirectly. For more complete descriptions of the various costs
and expenses, see "Fees and Expenses." Wire-transferred redemptions of less
than $5,000 may be subject to additional fees.

<TABLE>
<CAPTION>
EXAMPLE 1 year 3 years
- ------- ------ -------
<S> <C> <C>
You would pay the following expenses on a $1,000 investment,
assuming (1) a 5% annual return
and (2) redemption at the end of each time period:
Emerging Markets Growth Fund................................. $36 $78
International Equity Fund.................................... $31 $63
You would pay the following expenses on the same investment,
assuming no redemptions:
Emerging Markets Growth Fund................................. $25 $78
International Equity Fund.................................... $20 $63
</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 for Class C Shares is based on estimated data for the fiscal year
ending December 31, 1995.

The information set forth in the foregoing table and example relates only to
Class C Shares of the Funds. The Funds also offer three additional classes of
shares, called Y Shares, Class A Shares, and Class B Shares. In general, all
expenses are allocated based upon the daily net assets of each class. Y Shares
bear no sales load, 12b-1 fee or shareholder service fee. Class A Shares are
subject to a 12b-1 fee of 0.25 of 1% and bear a maximum sales load of 4.75%.
Class B Shares are subject to a 12b-1 fee of 0.75 of 1%, a shareholder service
fee of 0.25 of 1%, bear a maximum contingent deferred sales charge of 5.00%
and bear no front-end sales load. See "Other Classes of Shares."

FINANCIAL HIGHLIGHTS

First Union Emerging Markets Growth Portfolio

(For a share outstanding throughout the period)

<TABLE>
<CAPTION>
Class A Class B Class C
Investment Investment Investment Y
Shares Shares Shares Shares
------------ ------------ ------------ ------------
Period Ended Period Ended Period Ended Period Ended
December 31, December 31, December 31, December 31,
------------ ------------ ------------ ------------
1994* 1994* 1994* 1994*
- ------------------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net asset value, begin-
ning of period $10.00 $10.00 $10.00 $10.00
- ------------------------
Income from investment
operations
- ------------------------
Net investment income 0.00 (0.02) (0.02) 0.01
- ------------------------
Net realized and
unrealized gain (loss)
on investments and
translation of assets
and liabilities in for-
eign currency (1.83) (1.82) (1.82) (1.84)
- ------------------------ ------ ------ ------ ------
Total from investment
operations (1.83) (1.84) (1.84) (1.83)
- ------------------------
Less distributions
- ------------------------
Dividends to sharehold-
ers from net
investment income (0.00) (0.00) (0.00) (0.00)
- ------------------------ ------ ------ ------ ------
Net asset value, end of
period $ 8.17 $ 8.16 $ 8.16 $ 8.17
- ------------------------ ------ ------ ------ ------
Total return+ (18.30%) (18.40%) (18.40%) (18.30%)
- ------------------------
Ratios to Average Net
Assets
- ------------------------
Expenses 1.78%(b) 2.53%(b) 2.53%(b) 1.53%(b)
- ------------------------
Net investment income (0.12%)(b) (0.84%)(b) (0.82%)(b) 0.43%(b)
- ------------------------
Expense
waiver/reimbursement
(a) 2.18%(b) 2.18%(b) 2.18%(b) 2.18%(b)
- ------------------------
Supplemental Data
- ------------------------
Net assets, end of pe-
riod (000 omitted) $867 $1,589 $89 $5,878
- ------------------------
Portfolio turnover rate 17% 17% 17% 17%
- ------------------------
</TABLE>

* Reflects operations for the period from September 6, 1994 (commencement of
operations) to December 31, 1994.

+ Based on net asset value, which does not reflect the sales load or
contingent deferred sales charge, if applicable.

(a) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.

(b) Computed on an annualized basis.

Further information about the Fund's performance is contained in the Growth
Funds' Annual Report, for the fiscal year ended December 31, 1994, which can be
obtained free of charge.

FINANCIAL HIGHLIGHTS

First Union International Equity Portfolio

(For a share outstanding throughout the period)

<TABLE>
<CAPTION>
Class A Class B Class C
Investment Investment Investment Y
Shares Shares Shares Shares
------------ ------------ ------------ ------------
Period Ended Period Ended Period Ended Period Ended
December 31, December 31, December 31, December 31,
------------ ------------ ------------ ------------
1994* 1994* 1994* 1994*
- ------------------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net asset value, begin-
ning of period $10.00 $10.00 $10.00 $10.00
- ------------------------
Income from investment
operations
- ------------------------
Net investment income 0.02 0.00 0.03 0.02
- ------------------------
Net realized and
unrealized gain (loss)
on investments (0.52) (0.50) (0.54) (0.51)
- ------------------------ ------ ------ ------ ------
Total from investment
operations (0.50) (0.50) (0.51) (0.49)
- ------------------------
Less distributions
- ------------------------
Dividends to sharehold-
ers from net
investment income (0.00) (0.00) (0.00) (0.01)
- ------------------------ ------ ------ ------ ------
Net asset value, end of
period $ 9.50 $ 9.50 $ 9.49 $ 9.50
- ------------------------ ------ ------ ------ ------
Total return+ (5.08%) (5.19%) (5.19%) (5.02%)
- ------------------------
Ratios to Average Net
Assets
- ------------------------
Expenses 1.26%(b) 2.02%(b) 2.01%(b) 1.06%(b)
- ------------------------
Net investment income 0.91%(b) 0.10%(b) 0.85%(b) 1.03%(b)
- ------------------------
Expense
waiver/reimbursement
(a) 0.83%(b) 0.83%(b) 0.83%(b) 0.83%(b)
- ------------------------
Supplemental Data
- ------------------------
Net assets, end of pe-
riod (000 omitted) $2,545 $5,602 $163 $23,830
- ------------------------
Portfolio turnover rate 1% 1% 1% 1%
- ------------------------
</TABLE>

* Reflects operations for the period from September 2, 1994 (commencement of
operations) to December 31, 1994.

+ Based on net asset value, which does not reflect the sales load or
contingent deferred sales charge, if applicable.

(a) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.

(b) Computed on an annualized basis.

Further information about the Fund's performance is contained in the Growth
Funds' Annual Report, for the fiscal year ended December 31, 1994, which can be
obtained free of charge.

INVESTMENT
OBJECTIVES
AND POLICIES

First Union Growth Funds offer investors the opportunity to invest in
international equity securities of developed and emerging market issuers.

The investment objectives and policies of both Funds are stated below. Each
Fund's investment objective cannot be changed without shareholder approval.
While there is no assurance that each objective will be achieved, the Funds
will endeavor to do so by following the investment policies detailed below.
Unless otherwise indicated, the investment policies of a Fund may be changed by
the Trust's Board of Trustees ("Trustees") without the approval of
shareholders. Shareholders will be notified before any material change in these
policies becomes effective.

FIRST UNION
EMERGING MARKETS
GROWTH PORTFOLIO

Objective: Long-term capital appreciation.
Invests in: Equity securities of emerging market issuers.
Suitable for: Aggressive investors interested in the investment opportunities
offered by securities in emerging markets.
Key Benefit: Provides potential for growth opportunities by investing in
emerging markets experiencing political change, economic
deregulation and liberalized trade policies.

DESCRIPTION OF THE FUND

The Fund seeks long-term capital appreciation. The Fund invests primarily in a
diversified portfolio of equity securities of issuers located in countries with
emerging markets. As a matter of policy, the Fund will invest at least 65% of
the value of its total assets in securities of emerging market issuers.

A country will be considered to have an "emerging market" if it has relatively
low gross national product per capita compared to the world's major economies
and the potential for rapid economic growth. Countries with emerging markets
include those that have an emerging stock market (as defined by the
International Finance Corporation), those with low- to middle-income economies
(according to the World Bank), and those listed in World Bank publications as
"developing." The Fund will normally invest in at least six different
countries, although it may invest all of its assets in a single country. At the
present time, the Fund has no intention to invest all of its assets in a single
country. The Fund focuses on equity securities, but may also invest in other
types of instruments, including debt securities. Marvin & Palmer, the Sub-
Adviser to the Fund, will make investment decisions regarding equity securities
based on its analysis of returns, price momentum, business and industry
considerations, and management quality.

FIRST UNION
INTERNATIONAL
EQUITY PORTFOLIO

Objective: Long-term capital appreciation.
Invests in: Equity securities of non-U.S. issuers.
Suitable for: Investors who want to pursue their investment goals in markets
outside the United States.
Key Benefit: Provides potential for investment opportunities in countries
outside the U.S. due to differing economic and political cycles.

DESCRIPTION OF THE FUND

The Fund seeks long-term capital appreciation. The Fund invests primarily in
foreign equity securities that Boston International, the Sub-Adviser to the
Fund, determines, through both fundamental and technical analysis, to be
undervalued compared to other securities in their industries and countries. In
most market conditions, the stocks comprising the Fund's assets will exhibit
traditional value characteristics, such as higher than average dividend yields,
lower than average price to book value, and will include stocks of companies
with unrecognized or undervalued assets. As a matter of policy, the Fund will
invest at least 65% of the value of its total assets in equity securities of
issuers located in at least three countries outside of the United States.

The Fund will emphasize value stocks, primarily of companies which are listed
on one or more of thirty-two stock markets: twenty developed markets and twelve
emerging markets. While the current intention of the Fund is to invest in 32
stock markets, the Fund may invest in more or less, depending upon market
conditions as determined by the Sub-Adviser. The Fund will invest substantially
in industrialized companies throughout the world that comprise the Morgan
Stanley Capital International EAFE (Europe, Australia and the Far East) Index.
In addition, the Fund intends to invest up to 10% of its assets in emerging
country equity securities, as described above under "First Union Emerging
Markets Growth Portfolio--Description of the Fund."

TYPES OF
INVESTMENTS

The Funds primarily invest in:

common and preferred stocks, convertible securities and warrants of foreign
corporations. Common stocks represent an equity interest in a corporation.
This ownership interest often gives the Funds the right to vote on measures
affecting the company's organization and operations. Although common stocks
have a history of long-term growth in value, their prices tend to fluctuate
in the short-term, particularly those of smaller capitalization companies.
Smaller capitalization companies may have limited product lines, markets,
or financial resources. These conditions may make them more susceptible to
setbacks and reversals. Therefore, their securities may have limited
marketability and may be subject to more abrupt or erratic market movements
than securities of larger companies;

obligations of foreign governments and supranational organizations;

corporate and foreign government fixed income securities denominated in
currencies other than U.S. dollars, rated, at the time of purchase, Baa or
higher by Moody's Investors Service, Inc. ("Moody's") or BBB or higher by
Standard & Poor's Ratings Group ("S&P"), or which, if unrated, are
considered to be of comparable quality by the Sub-Advisers. Bonds rated Baa
by Moody's or BBB by S&P have speculative characteristics. Changes in
economic conditions or other circumstances are more likely to lead to
weakened capacity to make principal and interest payments than higher rated
bonds. Although the Funds do not intend to invest significantly in debt
securities, it should be noted that the prices of fixed income securities
fluctuate inversely to the direction of interest rates;

strategic investments, such as options and futures contracts on currency
transactions, securities index futures contracts, and forward foreign
currency exchange contracts. The Funds can use these techniques
to increase or decrease their exposure to changing security prices,
interest rates, currency exchange rates, or other factors that affect
security values. (Although, of course, there can be no assurance that these
strategic investments will be successful in protecting the value of the
Funds' securities.);

securities of closed-end investment companies; and

repurchase agreements collateralized by eligible investments.

OTHER
INVESTMENT
POLICIES

The Funds have adopted the following practices for specific types of
investments.

REPURCHASE AGREEMENTS

The Funds may invest in repurchase agreements. Repurchase agreements are
agreements by which a Fund purchases a security for cash and obtains a
simultaneous commitment from the seller (usually a bank or
broker/dealer) to repurchase the security at an agreed-upon price and specified
future date. The repurchase price reflects an agreed-upon interest rate for the
time period of the agreement. The Funds' risk is the inability of the seller to
pay the agreed-upon price on the delivery date. However, this risk is tempered
by the ability of the Funds to sell the security in the open market in the case
of a default. In such a case, the Funds may incur costs in disposing of the
security which would increase Fund expenses. The Adviser will monitor the
creditworthiness of the firms with which the Funds enter into repurchase
agreements.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

The Funds may purchase securities on a when-issued or delayed delivery basis.
These transactions are arrangements in which the Funds purchase securities with
payment and delivery scheduled for a future time. The seller's failure to
complete these transactions may cause the Funds 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. Accordingly, the Funds may pay
more or less than the market value of the securities on the settlement date.

FOREIGN CURRENCY TRANSACTIONS

The Funds will enter into foreign currency transactions to obtain the necessary
currencies to settle securities transactions. Currency transactions may be
conducted either on a spot or cash basis at prevailing rates or through forward
foreign currency exchange contracts.

The Funds may also enter into foreign currency transactions to protect Fund
assets against adverse changes in foreign currency exchange rates or exchange
control regulations. Such changes could unfavorably affect the value of Fund
assets which are denominated in foreign currencies, such as foreign securities
or funds deposited in foreign banks, as measured in U.S. dollars. Although
foreign currency exchanges may be used by a Fund to protect against a decline
in the value of one or more currencies, such efforts may also limit any
potential gain that might result from a relative increase in the value of such
currencies and might, in certain cases, result in losses to the Fund.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

A forward foreign currency exchange contract ("forward contract") is an
obligation to purchase or sell an amount of a particular currency at a specific
price and on a future date agreed upon by the parties.

Generally, no commission charges or deposits are involved. At the time a Fund
enters into a forward contract, Fund assets with a value equal to the Fund's
obligation under the forward contract are segregated and are maintained until
the contract has been settled. The Funds will not enter into a forward contract
with a term of more than one year. The Funds will generally enter into a
forward contract to provide the proper currency to settle a securities
transaction at the time the transaction occurs ("trade date"). The period
between trade date and settlement date will vary between 24 hours and 60 days,
depending upon local custom.

The Funds may also protect against the decline of a particular foreign currency
by entering into a forward contract to sell an amount of that currency
approximating the value of all or a portion of the Funds' assets denominated in
that currency ("hedging"). The success of this type of short-term hedging
strategy is highly uncertain due to the difficulties of predicting short-term
currency market movements and of precisely matching forward contract amounts
and the constantly changing value of the securities involved. Although the Sub-
Advisers will consider the likelihood of changes in currency values when making
investment decisions, each Sub-Adviser believes that it is important to be able
to enter into forward contracts when it believes the interests of a Fund will
be served. The Funds will not enter into forward contracts for hedging purposes
in a particular currency in an amount in excess of the Funds' assets
denominated in that currency, but as consistent with their other investment
policies and as not otherwise limited in their ability to use this strategy.

OPTIONS AND FUTURES

The Funds may deal in options on foreign currencies, securities indices and
portfolio securities, which options may be listed for trading on an
international securities exchange. The Funds will use these options to manage
interest rate and currency risks. The Funds also may write covered call
options and secured put options to generate income or to lock in gains. Each
Fund may write covered call options and secured put options on up to 25% of
its net assets and may purchase put and call options provided that no more
than 5% of the fair market value of its net assets may be invested in premiums
on such options.

A call option gives the purchaser the right to buy, and the writer the
obligation to sell, the underlying asset at the exercise price during the
option period. A put option gives the purchaser the right to sell, and the
writer the obligation to buy, the underlying asset at the exercise price
during the option period. The writer of a covered call owns assets that are
acceptable for escrow and the writer of a secured put invests an amount not
less than the exercise price in eligible assets to the extent that it is
obligated as a writer. If a call written by a Fund is exercised, the Fund
forgoes any possible profit from an increase in the market price of the
underlying asset over the exercise price plus the premium received. In writing
puts, there is a risk that a Fund may be required to take delivery of the
underlying asset at a disadvantageous price.

The Funds may enter into futures contracts involving foreign currency and
securities indices, or options on currency, for bona fide hedging purposes.
The Funds may also enter into such futures contracts or related options for
purposes other than bona fide hedging if the aggregate amount of initial
margin deposits on a Fund's futures and related options positions would not
exceed 5% of the net liquidation value of the Fund's assets, provided further
that in the case of an option that is in-the-money at the time of the
purchase, the in-the-money amount may be excluded in calculating the 5%
limitation. In addition, a Fund may not sell futures contracts if the value of
such futures contracts exceeds the total market value of the Fund's portfolio
securities. Futures contracts sold by a Fund are generally subject to
segregation and coverage requirements established by either the Commodity
Futures Trading Commission ("CFTC") or the Securities and Exchange Commission
("SEC"), with the result that, if a Fund does not hold the instrument
underlying the futures contract or option, the Fund will be required to
segregate, on an ongoing basis with its custodian, cash, U.S. government
securities, or other liquid high grade debt obligations in an amount at least
equal to the Fund's obligations with respect to such instruments.

The Funds may enter into securities index futures contracts and purchase and
write put and call options on securities index futures contracts that are
traded on regulated exchanges, including non-U.S. exchanges, to the extent
permitted by the CFTC. Securities index futures contracts are based on indices
that reflect the market value of securities of the firms included in the
indices. An index futures contract is an agreement pursuant to which two
parties agree to take or make delivery of an amount of cash equal to the
differences between the value of the index at the close of the last trading
day of the contract and the price at which the index contract was originally
written.

The Funds may enter into securities index futures contracts to sell a
securities index in anticipation of or during a market decline to attempt to
offset the decrease in market value of securities in its portfolio that might
otherwise result. When a Fund is not fully invested and anticipates a
significant market advance, it may enter into futures contracts to purchase
the index in order to gain rapid market exposure that may in part or entirely
offset increases in the cost of securities that it intends to purchase. In
many of these transactions, a Fund will purchase such securities upon
termination of the futures position but, depending on market conditions, a
futures position may be terminated without the corresponding purchases of
common stock. A Fund may also invest in securities index futures contracts
when its Sub-Adviser believes such investment is more efficient, liquid or
cost-effective than investing directly in the securities underlying the index.

The use of futures and related options involves special considerations and
risks, including: (1) the ability of a Fund to utilize futures successfully
will depend on its Sub-Adviser's ability to predict pertinent market
movements; and (2) there might be an imperfect correlation (or conceivably no
correlation) between the change in the market value of the securities held by
a Fund and the prices of the futures relating to the securities purchased or
sold by the Fund. The use of futures and related options may reduce risk of
loss by
wholly or partially offsetting the negative effect of unfavorable price
movements, but these instruments can also reduce the opportunity for gain by
offsetting the positive effect of favorable price movements in positions. No
assurance can be given that a Sub-Adviser's judgment in this respect will be
correct.

It is not certain that a secondary market for positions in futures contracts
or for options will exist at all times. Although each Sub-Adviser will
consider liquidity before entering into these transactions, there is no
assurance that a liquid secondary market on an exchange or otherwise will
exist for any particular futures contract or option at any particular time. A
Fund's ability to establish and close out futures and options positions
depends on this secondary market.

RISK CHARACTERISTICS OF FOREIGN SECURITIES

Investing in non-U.S. securities carries substantial risks in addition to
those associated with domestic investments. In an attempt to reduce some of
these risks, the Funds diversify their investments broadly among foreign
countries which may include both developed and developing countries. With
respect to the International Equity Fund, at least three different countries
will always be represented.

The Funds may take advantage of the unusual opportunities for higher returns
available from investing in developing countries. As discussed in detail below
under "Emerging Markets," however, these investments carry considerably more
volatility and risk because they generally are associated with less mature
economies and less stable political systems.

Foreign securities are denominated in foreign currencies. Therefore, the value
in U.S. dollars of a Fund's assets and income may be affected by changes in
exchange rates and regulations. Although the Funds value their assets daily in
U.S. dollars, they will not convert their holdings of foreign currencies to
U.S. dollars daily. When a Fund converts its holdings to another currency, it
may incur conversion costs. Foreign exchange dealers realize a profit on the
difference between the prices at which such dealers buy and sell currencies.

To the extent that securities purchased by the Funds are denominated in
currencies other than the U.S. dollar, changes in foreign currency exchange
rates will affect the Funds' net asset values; the value of interest earned;
gains and losses realized on the sale of securities; and net investment income
and capital gains, if any, to be distributed to shareholders by a Fund. If the
value of a foreign currency rises against the U.S. dollar, the value of a
Fund's assets denominated in that currency will increase; correspondingly, if
the value of a foreign currency declines against the U.S. dollar, the value of
a Fund's assets denominated in that currency will decrease.

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 stock exchanges, brokers,
listed companies, and banks; differences in legal systems which may affect the
ability to enforce contractual obligations or obtain court judgments;
generally lower foreign stock market volume; the likelihood that foreign
securities may be less liquid or more volatile; foreign brokerage commissions
may be higher; unreliable mail service between countries; and political or
financial changes which adversely affect investments in some countries.

In the past, U.S. government policies have discouraged or restricted certain
investments abroad by investors such as the Funds. Although the Funds are
unaware of any current restrictions, investors are advised that these policies
could be reinstituted.

EMERGING MARKETS

The economies of individual emerging countries may differ favorably or
unfavorably from the U.S. economy in such respects as growth of gross domestic
product, rate of inflation, currency depreciation, capital reinvestment,
resource self-sufficiency and balance of payments position. Further, the
economies of developing countries generally are heavily dependent on
international trade and, accordingly, have been, and may continue to be,
adversely affected by trade barriers, exchange controls, managed adjustments
in relative currency values and other protectionist measures imposed or
negotiated by the countries with which they trade. These economies also have
been, and may continue to be, adversely affected by economic conditions in the
countries with which they trade.

Prior governmental approval for foreign investments may be required under
certain circumstances in some emerging countries, and the extent of foreign
investment in certain debt securities and domestic companies may be subject to
limitation in other emerging countries. Foreign ownership limitations also may
be imposed by the charters of individual companies in emerging countries to
prevent, among other concerns, violation of foreign investment limitations.

Repatriation of investment income, capital and the proceeds of sales by foreign
investors may require governmental registration and/or approval in some
emerging countries. A Fund could be adversely affected by delays in, or a
refusal to grant, any required governmental registration or approval for such
repatriation. Any investment subject to such repatriation controls will be
considered illiquid if it appears reasonably likely that this process will take
more than seven days.

With respect to any emerging country, there is the possibility of
nationalization, expropriation or confiscatory taxation, political changes,
governmental regulation, social instability or diplomatic developments
(including war) which could affect adversely the economics of such countries or
the value of the Funds' investments in those countries. In addition, it may be
difficult to obtain and enforce a judgment in a court outside ofthe U.S.

TEMPORARY INVESTMENTS

The Funds may invest in U.S. and foreign short-term money market instruments
(denominated in U.S. and/or foreign currencies), including interest-bearing
call deposits with banks, government obligations, certificates of deposit,
bankers' acceptances, commercial paper, short-term corporate debt securities,
and repurchase agreements. These investments may be used to temporarily invest
cash received from the sale of Fund shares, to establish and maintain reserves
for temporary defensive purposes, or to take advantage of market opportunities.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

The Funds may invest up to 10% of their total assets in the securities of
closed-end investment companies, including regional or single-country funds. To
the extent that the Funds invest in securities issued by other investment
companies, the Funds will indirectly bear their proportionate share of any fees
and expenses paid by such companies, in addition to the fees and expenses
payable directly by the Funds.

RESTRICTED AND ILLIQUID SECURITIES

The Funds may not invest more than 5% of their total assets in securities which
are subject to restrictions on resale under federal securities law, except for
restricted securities which meet the criteria for liquidity as established by
the Trustees.

The Funds may invest up to 15% of their net assets in illiquid securities.
Illiquid securities include 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.

The following investment limitations cannot be changed without shareholder
approval.

BORROWING MONEY

The Funds will not borrow money directly or through reverse repurchase
agreements or pledge securities, except under certain circumstances, a Fund may
borrow up to one third of the value of its total assets and pledge up to 15% of
the value of those assets to secure such borrowings.

DIVERSIFICATION

With respect to 75% of the value of its total assets, neither Fund may invest
more than 5% of its total assets in the securities of one issuer (except cash
or cash items, repurchase agreements collateralized by U.S. government
securities and U.S. government obligations) or own more than 10% of the
outstanding voting securities of one issuer.

LENDING OF PORTFOLIO SECURITIES

In order to generate additional income, the Funds may lend portfolio securities
on a short-term or long-term basis to broker/dealers, banks, or other
institutional borrowers of securities. The Funds will only enter into loan
arrangements with creditworthy borrowers 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. Each Fund will not lend any of its assets except
portfolio securities up to one-third of the value of its total assets.

There is the risk that when lending portfolio securities, the securities may
not be available to the Funds on a timely basis and the Funds 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.

DOWNGRADES

If any security purchased by either of the Funds loses its rating or has its
rating reduced after the Fund has purchased it, the Fund is not required to
sell or otherwise dispose of the security, but may consider doing so.

SHAREHOLDER GUIDE

CLASSES OF INVESTMENT SHARES

Each Fund offers three types of Investment Shares: Class A Shares, Class B
Shares and Class C Shares. Each Share of the Fund represents an identical
interest in the investment portfolio of the Fund and has the same rights. The
difference between Class A Shares, Class B Shares, and Class C Shares is based
on purchasing arrangements and distribution and shareholder services expenses.
Class A Shares have a sales charge included at the time of purchase and are
subject to a Rule 12b-1 distribution fee of 0.25 of 1%. This means that
investors can purchase fewer Class A Shares for the same initial investment
than Class B Shares or Class C Shares due to the initial sales charge, but will
receive higher dividends per Share due to the lower distribution expenses.
Class B Shares impose a maximum contingent deferred sales charge ("CDSC") of
5.00%. In addition, Class B Shares impose a CDSC on most redemptions made
within seven years of purchase, have distribution costs resulting from Rule
12b-1 distribution fees of 0.75 of 1% and a shareholder services fee of 0.25 of
1%. In addition, at the end of the seven year period, Class B Shares may
automatically convert to Class A Shares and thus be subject to lower Rule 12b-1
distribution fees. Class C Shares impose a CDSC of 1.00 of 1% on most
redemptions made within the first 12 months of purchase, have a Rule 12b-1
distribution fee of 0.75 of 1%, and a shareholder services fee of 0.25 of 1%
This means that investors may purchase more Class B Shares or Class C Shares
than Class A Shares for the same initial investment, but will receive lower
dividends per Share.

Investors should consider whether, during the anticipated life of their
investment in the Fund, the accumulated Rule 12b-1 fee, CDSC, and shareholder
services fee on either Class B Shares or Class C Shares would be less than the
initial sales charge and accumulated Rule 12b-1 fee on Class A Shares purchased
at the same time. Investors must also consider how each differential would be
offset by the higher yield of Class A Shares.

SHARE PRICE CALCULATION

Purchases, redemptions, and exchanges are all based on net asset value. (The
purchase price of Class A Shares adds an applicable sales charge, and the
redemption proceeds of Class B Shares and Class C Shares deduct an applicable
CDSC.) The net asset value is determined at 4:00 p.m. (Eastern time), Monday
through Friday, except on: (i) days on which there are not sufficient changes
in the value of a 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. The net asset value is computed by adding
cash and other assets to the closing market value of all securities owned,
subtracting liabilities and dividing the result by the number of outstanding
Shares. The net asset value will vary each day depending on purchases and
redemptions. Expenses and fees, including the management fee, are accrued daily
and taken into account for the purpose of determining net asset value.

The net asset value of Y Shares of a Fund may differ slightly from that of
Class A Shares, Class B Shares, and Class C Shares of the same Fund due to the
variability in daily net income resulting from different distribution charges
and shareholder services fees (in the case of Class B Shares and Class C
Shares) for each class of shares. The net asset value for each Fund will
fluctuate for all four classes.

PERFORMANCE INFORMATION

A Fund's performance may be quoted in terms of total return and yield.
Performance information is historical and is not intended to indicate future
results.

From time to time, the Funds may make available certain information about the
performance of Class A Shares, Class B Shares, and Class C Shares. It is
generally reported using total return and yield.

Performance information for the Class A Shares, Class B Shares and Class C
Shares reflects the effect of a sales charge which, if excluded, would increase
the total return and yield.

Total return and yield will be calculated separately for Class A Shares, Class
B Shares, Class C Shares and Y Shares of a Fund. Because Class A Shares are
subject to 12b-1 fees, and Class B Shares and Class C Shares are subject to a
12b-1 fee and a shareholder services fee, the yield will be lower than that of
Y Shares. The sales load applicable to Class A Shares also contributes to a
lower total return for Class A Shares. In addition, Class B Shares and Class C
Shares are subject to similar non-recurring charges, such as the CDSC, which,
if excluded, would increase the total return for Class B Shares and Class C
Shares, respectively.

From time to time, a Fund may advertise its performance using certain rankings
published in financial publications and/or compare its performance to certain
indices.

HOW TO BUY
SHARES

Shares may be purchased at a price equal to their net asset value per Share
next determined after receipt of an order plus a sales charge which, at the
election of the purchaser, may be imposed either (i) at the time of purchase
(in the case of Class A Shares), or (ii) on a contingent deferred basis (in the
case of Class B Shares or Class C Shares).

MINIMUM INVESTMENT

WHAT SHARES COST

Class A Shares are sold at their net asset value plus a sales charge as
follows:

<TABLE>
<CAPTION>
Sales Charge as Sales Charge as a
a Percentage of Percentage of Net
Amount of Transaction Public Offering Price Amount Invested
--------------------- --------------------- -----------------
<S> <C> <C>
$ 0-$ 99,999 4.75% 4.99%
$ 100,000-$ 249,999 3.75% 3.90%
$ 250,000-$ 499,999 3.00% 3.10%
$ 500,000-$ 999,999 2.00% 2.04%
$1,000,000-$2,499,999 1.00% 1.01%
$2,500,000+ 0.25% 0.25%
</TABLE>

Sales charges may be reduced in some cases. You may be entitled to a reduction
if: (1) you make a single large purchase, (2) you, your spouse and/or children
(under 21 years) make Fund purchases on the same day, (3) you make an
additional purchase to add to an existing account, (4) you sign a letter of
intent indicating your intention to purchase at least $100,000 of Shares over
the next 13 months, (5) you reinvest in a Fund within 30 days of redemption, or
(6) you combine purchases of two or more First Union Funds which include front-
end sales charges. In addition, no front-end sales charges are imposed on Class
A Shares purchased by institutional investors, which may include bank trust
departments and registered investment advisers, and through qualified and non-
qualified employee benefit and savings plans which make Shares of the First
Union Funds available to their participants, and which: (a) are employee
benefit plans having at least $1,000,000 in investable assets, or 250 or more
eligible participants; or (b) are non-qualified benefit or profit sharing plans
which are sponsored by an organization which also makes the First Union Funds
available through a qualified plan meeting the criteria specified under (a).
Payments may be made to broker/dealers or other financial intermediaries whose
employee benefit plan clients purchase Shares under the foregoing front-end
sales charge exemption in an amount up to .50 of 1% of the net asset value of
the Class A Shares purchased. These payments are subject to reclaim in the
event the Class A Shares are redeemed within 12 months after purchase. In all
of these cases, you must notify the distributor of your intentions in writing
in order to qualify for a sales charge reduction. For more information, consult
the Funds' Statement of Additional Information or the distributor.

<TABLE>
<CAPTION>
Year of Redemption Contingent Deferred
After Purchase Sales Charge
------------------ -------------------
<S> <C>
First 5.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh 1.0%
</TABLE>

CONVERSION FEATURE

For purposes of conversion to Class A Shares, Class B Shares purchased through
the reinvestment of dividends and distributions paid on Class B Shares in a
shareholder's Fund acount will be considered to be held in a separate sub-
account. Each time any Class B Shares in the shareholder's Fund account (other
than those in the sub-account) convert to Class A Shares, an equal pro rata
portion of the Class B Shares in the sub-account will also convert to Class A
Shares.

The availability of the conversion feature is subject to the granting of an
exemptive order (the "Order") by the SEC or the adoption of a rule permitting
such conversion. In the event that the Order or rule ultimately issued by the
SEC requires any conditions additional to those described in this prospectus,
shareholders will be notified.

BY TELEPHONE OR IN PERSON

METHOD OF PAYMENT

SHAREHOLDER ACCOUNTS

MINIMUM BALANCE

DEALER CONCESSION

HOW TO CONVERT
YOUR INVESTMENT
FROM ONE
FIRST UNION
FUND TO ANOTHER
FIRST UNION FUND

As a shareholder, you have the privilege of exchanging your Shares for shares
of another First Union Fund.

As long as the First Union Fund in which you are invested will not be adversely
affected, you may switch among the First Union Funds within the Trust. Before
the exchange, you must call FUBS at 1-800-326-3241 to receive a prospectus for
the First Union Fund into which you want to exchange. Read the prospectus
carefully. Each exchange represents the sale of shares of one First Union Fund
and the purchase of shares in another, which may produce a gain or loss for tax
purposes.

You may exchange Class A Shares of one First Union Fund for Class A Shares of
any other First Union Fund, Class B Shares of one First Union Fund for Class B
Shares of any other First Union Fund, or Class C Shares of one First Union Fund
for Class C Shares of any other First Union Fund by calling toll free 1-800-
326-3241 or by writing to FUBS. Telephone exchange instructions may be
recorded. Shares purchased by check are eligible for exchange after the check
clears, which could take up to seven days after receipt of the check. Exchanges
are subject to the $1,000 minimum initial purchase requirement for each First
Union Fund.

An exchange order must comply with the requirements for a redemption and
purchase order and must specify the dollar value or number of shares to be
exchanged. Once the order is received, the Shares already owned will be
redeemed at current net asset value and, shares of the other First Union Fund
will be purchased at their net asset value determined after the exchange
request is received. Orders for exchanges received by a First Union Fund prior
to 4:00 p.m. (Eastern time) on any day the First Union Funds are open for
business
will be executed as of the close of business that day. Orders for exchanges
received after 4:00 p.m. (Eastern time) on any business day will be executed
at the close of the next business day.

When exchanging into and out of load and no-load shares of First Union Funds,
shareholders who have already paid a sales charge once at the time of
purchase, including shares obtained through the reinvestment of dividends,
will not have to pay an additional sales charge on an exchange.

The exchange of Class B Shares or Class C Shares will not be subject to a
CDSC. However, if the shareholder redeems Class B Shares within seven years of
the original purchase or Class C Shares within one year of the original
purchase, a CDSC will be imposed. For purposes of computing the CDSC, the
length of time the shareholder has owned Class B Shares or Class C Shares will
be measured from the date of original purchase and will not be affected by the
exchange.

If reasonable procedures are not followed by a Fund, it may be liable for
losses due to unauthorized or fraudulent telephone instructions.

EXCHANGE RESTRICTIONS

Although the Trust has no intention of terminating or modifying the exchange
privilege, it reserves the right to do so at any time. Excessive trading can
impact the interests of shareholders. Therefore, the Trust reserves the right
to terminate the exchange privilege of any shareholder who makes more than
five exchanges of shares of the First Union Funds in a year or three exchanges
in a calendar quarter.

HOW TO
REDEEM SHARES

Shares are redeemed at their net asset value next determined after a proper
redemption request has been received, less, in the case of Class B Shares or
Class C Shares, any applicable CDSC.

You may redeem Shares in three ways: (1) by telephoning FUBS at 1-800-326-
3241, (2) by written request to FUBS or Federated Services Company, c/o State
Street Bank and Trust Company, P.O. Box 8609, Boston, Massachusetts 02266-
8609, or (3) in person at First Union. Telephone redemption instructions may
be recorded.

The Funds redeem Shares at their net asset value next determined after a Fund
receives the redemption request. Redemptions will be made on days on which a
Fund computes the net asset value of 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. Proceeds will be wired to the
shareholder's account at First Union or a check will be sent to the address of
record, normally within five (but in no case longer than seven) days after a
proper request for redemption has been received.

If reasonable procedures are not followed by a Fund, it may be liable for
losses due to unauthorized or fraudulent telephone instructions.

ADDITIONAL
SHAREHOLDER
SERVICES

TELEPHONE SERVICES

SYSTEMATIC INVESTMENT PLAN

You may arrange for systematic monthly or quarterly investments in your account
in amounts of $25 or more by directly debiting your bank account.

TAX SHELTERED PLANS

SYSTEMATIC CASH WITHDRAWAL PLAN

When an account of $10,000 or more is opened or when an existing account
reaches that size, you may participate in a Fund's Systematic Cash Withdrawal
Plan by filling out the appropriate part of the share purchase application.
Under this Plan, you may receive (or designate a third party to receive) a
monthly or quarterly check in a stated amount of not less than $25. Fund Shares
will be redeemed as necessary to meet withdrawal payments. All participants
must elect to have their dividends and capital gain distributions reinvested
automatically. Any applicable Class B CDSC will be waived with respect to
redemptions occurring under a Systematic Cash Withdrawal Plan during a calendar
year to the extent that such redemptions do not exceed 10% of (i) the initial
value of the account, plus (ii) the value, at the time of purchase, of any
subsequent investments.

MANAGEMENT
OF
FIRST UNION FUNDS

Responsibility for the overall management of First Union Funds rests with its
Trustees and officers. Other service providers include the Funds' Distributor,
Investment Adviser, Sub-Advisers, Custodian, Transfer Agent, Legal Counsel, and
Independent Auditors.

INVESTMENT ADVISER

Professional investment supervision for the Funds is provided by the investment
adviser, the Capital Management Group of First Union.

William R. Hackney, III, is Senior Vice President and Chief Investment Officer
of the Capital Management Group of First Union National Bank of North Carolina,
N.A. Prior to assuming his current position with First Union, Mr. Hackney
served as Regional Research Director for E.F. Hutton & Company's Southeast
Region. Mr. Hackney has managed the Funds since their inception in September
1994.

SUB-ADVISERS

Under the terms of the Sub-Advisory Agreements between First Union National
Bank and the respective Sub-Advisers, the Sub-Advisers will be responsible for
managing that portion or all of each Fund's portfolio as designated by the
Adviser, selecting investments for purchase or sale, along with the countries
in which each Fund will invest and the dealers in portfolio securities, in
accordance with each Fund's investment objectives, policies and limitations as
stated herein.

EMERGING MARKETS GROWTH FUND

Marvin & Palmer Associates, Inc. is Sub-Adviser for the Emerging Markets Growth
Fund. Marvin & Palmer, a privately-held company, was founded in 1986 by David
F. Marvin and Stanley Palmer. The stock of Marvin & Palmer is owned by Mr.
Marvin, Mr. Palmer and seventeen other shareholders. Marvin & Palmer is engaged
in the management of global, non-United States and emerging markets equity
portfolios for institutional accounts. At June 30, 1994, Marvin & Palmer
managed a total of $2.5 billion in investments for 34 institutional investors
and 5 commingled funds and served as sub-adviser to another investment company
with total assets of $33 million.

David F. Marvin is Chairman of the Sub-Adviser and founded the firm, together
with Mr. Palmer, in 1986. With respect to the Emerging Markets Growth Fund, Mr.
Marvin is primarily responsible for Latin America and currency management, and
has served as co-portfolio manager of the Fund since its inception in September
1994.

Stanley Palmer is President of the Sub-Adviser and a co-founder of the firm.
With respect to the Emerging Markets Growth Fund, Mr. Palmer is, along with
Todd D. Marvin, primarily responsible for Southeast Asia and the India
subcontinent, and has served as co-portfolio manager of the Fund since its
inception in September 1994.

Terry B. Mason is a Vice President of and Portfolio Manager for the Sub-
Adviser. Before joining the Sub-Adviser in 1990, Mr. Mason was employed for 14
years by DuPont Corporation, the last five as an International Equity Analyst
and an International Trader. With respect to the Emerging Markets Growth Fund,
Mr. Mason is primarily responsible for Eastern Europe and Africa, and has
served as co-portfolio manager of the Fund since its inception in September
1994.

Jay F. Middleton is a portfolio manager for the Sub-Adviser and joined the firm
in 1989. With respect to the Emerging Markets Growth Fund, Mr. Middleton is
primarily responsible for Latin America and the Middle East, and has served as
co-portfolio manager of the Fund since its inception in September 1994.

Todd D. Marvin is a Portfolio Manager for the Sub-Adviser and joined the firm
in 1991. Before joining the Sub-Adviser, Mr. Marvin was employed by Oppenheimer
& Company as an analyst in its investment banking department from 1989 until
1991. With respect to the Emerging Markets Growth Fund, Mr. Marvin is, along
with Mr. Palmer, primarily responsible for Southeast Asia and the India
subcontinent, and has served as co-portfolio manager of the Fund since its
inception in September 1994.

INTERNATIONAL EQUITY FUND

Boston International Advisors, Inc. is Sub-Adviser for the International Equity
Fund. Boston International commenced operations in 1986 and specializes in the
management of international equity portfolios. Boston International manages
eighteen international portfolios, including five group trust funds throughout
the world. Messrs. Lyle H. Davis, Norman H. Meltz and David A. Umstead, the
principal executive officers of Boston International, each owns more than 25%
of the outstanding voting securities of Boston International. As of June 30,
1994, Boston International managed a total of $2.7 billion in assets and served
as sub-adviser to one other investment company with total assets of $148
million.

Maureen Ghublikian has been a Managing Director of the Sub-Adviser since the
firm's inception in 1986. Ms. Ghublikian has served as co-portfolio manager of
the Fund since its inception in September 1994.

David A. Umstead was a founder and has been a Managing Director of the Sub-
Adviser since the firm's inception in 1986. Mr. Umstead has served as co-
portfolio manager of the Fund since its inception in September 1994.

DISTRIBUTION OF INVESTMENT SHARES

Each class of Investment Shares of a Fund has adopted a separate plan for
distribution of Shares permitted by Rule 12b-1 under the Investment Company Act
of 1940 (the "Plans"), whereby each Fund has authorized a daily expense ("Rule
12b-1 fee") at an annual rate of up to 0.75 of 1% of the average daily net
asset value of that Fund's respective class to finance the sale of Shares. It
is currently intended that annual Rule 12b-1 fees will be limited for the
foreseeable future to payments to the distributor equal to 0.25 of 1% for Class
A Shares of the Emerging Markets Growth and International Equity Funds and
0.75% for Class B Shares and Class C Shares of each Fund's respective average
daily net asset value.

The Funds make no payments in connection with the sale of Shares other than the
Rule 12b-1 fees paid to its distributor. The distributor, however, may pay a
sales commission to brokers (including FUBS) in connection with the sale of
Class B Shares and Class C Shares. Except as set forth in the next paragraph,
the Funds do not pay for unreimbursed expenses of the distributor. Since the
Funds' Plans are "compensation" type plans, however, future Rule 12b-1 fees may
permit recovery of such amounts or may result in a profit to the distributor.

FUND ADMINISTRATION

State Street Bank and Trust Company, Boston, Massachusetts, serves as custodian
for the securities and cash of the Funds.

Federated Services Company, Pittsburgh, Pennsylvania, a subsidiary of Federated
Investors, serves as transfer agent and provides dividend disbursement and
other shareholder services for the Funds.

Legal counsel to those Trustees who are not "interested persons" of the Trust,
as defined in the Investment Company Act of 1940, is provided by Sullivan &
Worcester, Washington, D.C.

The Funds may pay a shareholder servicing agent (the "Shareholder Servicing
Agent") a fee based on average daily net asset value for Class B Shares and
Class C Shares of the Funds for which the Shareholder Servicing Agent provides
shareholder services. As such, the Shareholder Servicing Agent provides
shareholder services
which include, but are not limited to: distributing prospectuses and other
information, providing shareholder assistance, and communicating or
facilitating purchases and redemptions of Class B Shares and Class C Shares.
The Funds may pay the Shareholder Servicing Agent a fee equal to 0.25 of 1% of
the average daily net asset value of Class B Shares and Class C Shares for
which the Shareholder Servicing Agent provides shareholder services. The
Shareholder Servicing Agent may voluntarily choose to waive all or a portion of
its fee at any time. First Union Brokerage Services, First Union National Bank
of North Carolina, and other financial institutions may serve as Shareholder
Servicing Agent.

The independent auditors for the Trust are KPMG Peat Marwick LLP, Pittsburgh,
Pennsylvania.

FEES AND EXPENSES

Each Fund pays annual advisory and administrative fees and certain expenses.

ADVISORY, SUB-ADVISORY, AND ADMINISTRATIVE FEES

For managing their investment and business affairs, the Funds pay an annual fee
to First Union. The Adviser may voluntarily choose to waive a portion of its
fee or reimburse the Funds for certain operating expenses. The Adviser receives
an annual investment advisory fee with respect to the Emerging Markets Growth
Fund and the International Equity Fund, respectively:

Emerging Markets Growth Fund

<TABLE>
<CAPTION>
Average Aggregate
Advisory Fee Daily Net Assets
------------ -----------------
<S> <C>
1.50% on the first $100 million
1.45% on the next $100 million
1.40% on the next $100 million
1.35% on assets in excess of $300 million
</TABLE>

International Equity Fund

<TABLE>
<CAPTION>
Average Aggregate
Advisory Fee Daily Net Assets
------------ -----------------
<S> <C>
.82% on the first $20 million
.79% on the next $30 million
.76% on the next $50 million
.73% on assets in excess of $100 million
</TABLE>

The fees paid by the Emerging Markets Growth Fund and the International Equity
Fund are higher than the advisory fees paid by other mutual funds in general;
however, the fees paid by the International Equity Fund are comparable to fees
paid by many mutual funds with similar investment objectives and policies.

For its services under its Sub-Advisory Contract with the Adviser, each Sub-
Adviser receives a monthly fee calculated on an annual basis, payable by the
Adviser, for its services and expenses incurred with respect to the Emerging
Markets Growth Fund and the International Equity Fund, respectively:

Emerging Markets Growth Fund--Marvin & Palmer

<TABLE>
<CAPTION>
Average Aggregate
Sub-Advisory Fee Daily Net Assets
---------------- -----------------
<S> <C>
1.00% on the first $100 million
.95% on the next $100 million
.90% on the next $100 million
.85% on assets in excess of $300 million
</TABLE>

International Equity Fund--Boston International

<TABLE>
<CAPTION>
Average Aggregate
Sub-Advisory Fee Daily Net Assets
---------------- -----------------
<S> <C>
.32% on the first $20 million
.29% on the next $30 million
.26% on the next $50 million
.23% on assets in excess of $100 million
</TABLE>

The Trust also pays a fee for administrative services. FAS provides these at an
annual rate as specified below:

<TABLE>
<CAPTION>
Maximum Average Aggregate Daily Net
Administrative Fee Assets of the Trust
------------------- ---------------------------
<S> <C>
.150 of 1% on the first $250 million
.125 of 1% on the next $250 million
.100 of 1% on the next $250 million
.075 of 1% on assets in excess of $750 million
</TABLE>

Unless waived, the administrative fee received during any fiscal year shall
aggregate at least $50,000 per First Union Fund.

EXPENSES OF THE FUNDS AND INVESTMENT SHARES

SHAREHOLDER
RIGHTS AND
PRIVILEGES

VOTING RIGHTS

Each Share of a Fund is entitled to one vote in Trustee elections and other
voting matters submitted to shareholders. All shares of all classes of each
First Union Fund in the Trust have equal voting rights, except that in matters
affecting only a particular First Union Fund or class, only shares of that
First Union Fund or class are entitled to vote. As of February 6, 1995, First
Union National Bank, Charlotte, North Carolina, acting in various capacities
for numerous accounts was the owner of record of 1,471,138 shares (53.26%) and
1,290,972 shares (46.74%), respectively, of International Equity Fund-Y Shares;
and First Union National Bank, Charlotte, North Carolina, acting in various
capacities for numerous accounts was the owner of record of 655,750 shares
(84.77%) of the Emerging Markets Growth Fund-Y Shares; and FUBS for the
exclusive
benefit of George M. Kingsbury, Miami, Florida, and for the exclusive benefit
of Julio Noltenius, Julio G. Noltenius, and Alicia Noltenius, El Salvador,
acting in various capacities for numerous accounts was the owner of record of
3,510 shares (31.60%) and 5,347 shares (48.14%), respectively, of the Emerging
Markets Growth Fund--Class C Investment Shares, and therefore, may, for
certain purposes, be deemed to control such Funds and be able to affect the
outcome of certain matters presented for a vote of shareholders.

Trustees may be removed by a two-thirds vote of the number of Trustees prior
to such removal or by a two-thirds vote of the shareholders at a special
meeting. A special meeting of shareholders shall be called by the Trustees
upon the written request of shareholders owning at least 10% of the Trust's
outstanding shares of all series entitled to vote.

MASSACHUSETTS PARTNERSHIP LAW

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 the
property of the Trust 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 cannot
meet its obligations to indemnify shareholders and pay judgments against them
from its assets.

EFFECT OF BANKING LAWS

Sullivan & Cromwell has advised First Union that First Union may perform the
services for the Funds set forth in the investment advisory agreement, this
prospectus, and the Statement of Additional Information without violation of
the Glass-Steagall Act or other applicable federal banking laws or
regulations. Such counsel has pointed out, however, that changes in federal
statutes and regulations relating to the permissible activities of banks, as
well as further judicial or administrative decisions or interpretations of
such statutes and regulations, could prevent First Union from continuing to
perform such services for the Funds or from continuing to purchase Shares for
the accounts of its customers. If First Union were prohibited from acting as
investment adviser to the Funds, it is expected that the Trustees would
recommend to the Funds' shareholders that they approve a new investment
adviser selected by the Trustees. It is not expected that the Funds'
shareholders would suffer any adverse financial consequences (if another
adviser with equivalent abilities to First Union is found) as a result of any
of these occurrences.

DISTRIBUTIONS
AND TAXES

Each Fund pays out as dividends substantially all of its net investment income
(dividends and interest on its investments) and net realized short-term gains.
DIVIDENDS

Dividends are declared and paid annually for both Funds. Dividends are declared
just prior to determining net asset value. Any distributions will be
automatically reinvested in additional Shares on payment dates at the ex-
dividend date net asset value without a sales charge unless a shareholder
otherwise instructs the Fund or FUBS in writing.

CAPITAL GAINS

Any net long-term capital gains realized by the Funds will be distributed at
least once every 12 months.

TAX INFORMATION

Income dividends and capital gains distributions are taxable as described
below.

FEDERAL INCOME TAX

The Funds pay no federal income tax if they meet the requirements of the
Internal Revenue Code, as amended (the "Code") applicable to regulated
investment companies and will receive the special tax treatment afforded to
such companies. However, the Funds may invest in the stock of certain foreign
corporations which would constitute a Passive Foreign Investment Company
("PFIC"). Federal income taxes may be imposed on a Fund upon disposition of
PFIC investments.

Each First Union Fund is treated as a single, separate entity for federal
income tax purposes so that income (including capital gains) and losses
realized by one First Union Fund will not be combined for tax purposes with
those realized by other First Union Funds.
Investment income received by the Funds from sources within foreign countries
may be subject to foreign taxes withheld at the source. The United States has
entered into tax treaties with many foreign countries that entitle the Funds to
reduced tax rates or exemptions on this income. The effective rate of foreign
tax cannot be predicted since the amount of Fund assets to be invested within
various countries will vary. However, the Funds intend to operate so as to
qualify for treaty-reduced tax rates, where applicable.

Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions, whether in shares or cash, for all the
Funds. Detailed information concerning the status of dividend and capital gains
distributions for federal income tax purposes is mailed to shareholders
annually. Distributions representing net long-term capital gains realized by a
Fund, if any, will be taxable as long-term capital gains regardless of the
length of time shareholders have held their Shares.

If more than 50% of the value of a Fund's assets at the end of the tax year is
represented by stock or securities of foreign corporations, the Fund intends to
qualify for certain Code stipulations that would allow shareholders to claim a
foreign tax credit or deduction on their U.S. income tax returns. The Code may
limit a shareholder's ability to claim a foreign tax credit. Furthermore,
shareholders who elect to deduct their portion of a Fund's foreign taxes rather
than take the foreign tax credit must itemize deductions on their income tax
returns.

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

OTHER CLASSES
OF SHARES

First Union Growth Funds offer four classes of shares: Class A Shares, Class B
Shares and Class C Shares for individuals and other customers of First Union,
and Y Shares for institutional investors.

Y Shares of First Union Growth Funds are sold to accounts for which First Union
or other financial institutions act in a fiduciary or agency capacity at net
asset value, without a sales charge, at a minimum investment of $1,000. Y
Shares are not sold pursuant to a Rule 12b-1 plan.

The amount of dividends payable to Class A Shares, Class B Shares and Class C
Shares will be less than those payable to Y Shares by the difference between
Class Expenses and distribution and shareholder services expenses borne by the
shares of each respective class.

SHAREHOLDER
REPORTS

ADDRESSES

- --------------------------------------------------------------------------------

First Union Funds Federated Investors Tower
Pittsburgh, Pennsylvania
15222-3779
- --------------------------------------------------------------------------------

Distributor
Federated Securities Corp. Federated Investors Tower
Pittsburgh, Pennsylvania
15222-3779
- --------------------------------------------------------------------------------

Sub-Adviser to Emerging Markets Growth Fund
Marvin & Palmer Associates, Inc. 1201 North Market Street
Suite 2300
Wilmington, Delaware 19801-
1165
- --------------------------------------------------------------------------------

Sub-Adviser to International Equity Fund
Boston International Advisors, Inc. 75 State Street
Boston, Massachusetts 02109
- --------------------------------------------------------------------------------

Custodian
State Street Bank and Trust Company P.O. Box 8609
Boston, Massachusetts
02266-8609
- --------------------------------------------------------------------------------

Legal Counsel to the Independent Trustees
Sullivan & Worcester 1025 Connecticut Ave., N.W.
Washington, D.C. 20036
- --------------------------------------------------------------------------------

Independent Auditors
KPMG Peat Marwick LLP One Mellon Bank Center
Pittsburgh, Pennsylvania
15219
- --------------------------------------------------------------------------------

Federated Securities Corp., Distributor

G00850-11 (2/95)

FIRST UNION BALANCED PORTFOLIO
A PORTFOLIO OF FIRST UNION FUNDS
Y SHARES
CLASS A INVESTMENT SHARES
CLASS B INVESTMENT SHARES
CLASS C INVESTMENT SHARES
COMBINED STATEMENT OF ADDITIONAL INFORMATION

This Combined Statement of Additional Information should be read with
the respective prospectus of Y Shares, Class A Investment Shares,
Class B Investment Shares, or Class C Investment Shares for First
Union Balanced Portfolio, dated February 28, 1995. This Statement is
not a prospectus itself. To receive a copy of the Y Shares'
prospectus, write First Union National Bank of North Carolina, Capital
Management Group, 1200 Two First Union Center, Charlotte, North
Carolina 28288-1156 or call 1-800-326-2584. To receive a copy of the
Class A Investment Shares', Class B Investment Shares' or Class C
Investment Shares' prospectus, write First Union Brokerage Services,
Inc., One First Union Center, 301 S. College Street, Charlotte, North
Carolina 28288-1173 or call 1-800-326-3241.

FEDERATED INVESTORS TOWER
PITTSBURGH, PENNSYLVANIA 15222-3779

Statement dated February 28, 1995

[LOGO] FEDERATED SECURITIES CORP.
---------------------------------------------------------
Distributor
A subsidiary of FEDERATED INVESTORS

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

GENERAL INFORMATION ABOUT THE FUND 1
- ---------------------------------------------------------------

INVESTMENT OBJECTIVE AND POLICIES 1
- ---------------------------------------------------------------

Types of Investments 1
Restricted and Illiquid Securities 1
Temporary Investments 1
When-Issued and Delayed Delivery
Transactions 1
Options and Futures Transactions 1
Lending of Portfolio Securities 3
Reverse Repurchase Agreements 3
Portfolio Turnover 3
Investment Limitations 3

FIRST UNION FUNDS MANAGEMENT 5
- ---------------------------------------------------------------

Officers and Trustees 5
Fund Ownership 7
Trustee Compensation 7
Trustee Liability 7

INVESTMENT ADVISORY SERVICES 7
- ---------------------------------------------------------------

Adviser to the Fund 7
Advisory Fees 8

BROKERAGE TRANSACTIONS 8
- ---------------------------------------------------------------

ADMINISTRATIVE SERVICES 8
- ---------------------------------------------------------------

PURCHASING SHARES 9
- ---------------------------------------------------------------

Distribution Plans (Class A, Class B and
Class C Investment Shares) 9
Shareholder Services Plan 10

DETERMINING NET ASSET VALUE 10
- ---------------------------------------------------------------

Determining Market Value of Securities 10

REDEEMING SHARES 11
- ---------------------------------------------------------------

Redemption in Kind 11

TAX STATUS 11
- ---------------------------------------------------------------

The Fund's Tax Status 11
Shareholders' Tax Status 11

TOTAL RETURN 12
- ---------------------------------------------------------------

YIELD 12
- ---------------------------------------------------------------

PERFORMANCE COMPARISONS 12
- ---------------------------------------------------------------

FINANCIAL STATEMENTS 13
- ---------------------------------------------------------------

APPENDIX 14
- ---------------------------------------------------------------

GENERAL INFORMATION ABOUT THE FUND
- --------------------------------------------------------------------------------

First Union Balanced Portfolio (the "Fund") is a portfolio of First Union Funds
(the "Trust"). The Trust was established as a Massachusetts business trust under
a Declaration of Trust dated August 30, 1984. On January 4, 1993, the name of
the Trust was changed from "The Salem Funds" to "First Union Funds."

INVESTMENT OBJECTIVE AND POLICIES
- --------------------------------------------------------------------------------

The Fund's investment objective is to produce long-term total return through
capital appreciation, dividends, and interest income. The Fund attempts to
achieve this objective by investing in a diversified portfolio of common and
preferred stocks, U.S. government and other bonds (which are rated A or higher
by Moody's Investors Service, Inc. or Standard & Poor's Ratings Group or which,
if unrated, are considered to be of comparable quality by the Fund's investment
adviser) and money market instruments. The investment objective cannot be
changed without approval of shareholders.

TYPES OF INVESTMENTS

The Fund invests primarily in common and preferred stocks and other equity
securities, bonds, notes, U.S. government securities, repurchase agreements,
short-term obligations, and instruments secured by any of these obligations.

RESTRICTED AND ILLIQUID SECURITIES

the frequency of trades and quotes for the security;

the number of dealers willing to purchase or sell the security and the
number of other potential buyers;

dealer undertakings to make a market in the security; and

the nature of the security and the nature of the marketplace trades.

TEMPORARY INVESTMENTS

The Fund may also invest in temporary investments from time to time for
defensive purposes.

MONEY MARKET INSTRUMENTS

The Fund may invest in money market instruments such as instruments of
domestic and foreign banks and savings and loans, if they have capital,
surplus, and undivided profits of over $100,000,000, or if the principal
amount of the instrument is federally insured.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

OPTIONS AND FUTURES TRANSACTIONS

As a means of reducing fluctuations in the net asset value of Shares of the
Fund, the Fund may attempt to hedge all or a portion of its portfolio through
the purchase of put options on portfolio securities and listed put options on
financial futures contracts for portfolio securities. The Fund may also write
covered call options on its portfolio securities and covered put options to
attempt to increase its current income. The aggregate value of the
obligations underlying the puts will not exceed 5% of the Fund's net assets.
This policy cannot be changed without shareholder approval.

Alternately, the Fund may exercise its put option to close out the position. To
do so, it would enter into a futures contract of the type underlying the option.
If the Fund neither closes out nor exercises an option, the option will expire
on the date provided in the option contract, and only the premium paid for the
contract will be lost.

LIMITATION ON OPEN FUTURES POSITIONS

"MARGIN" IN FUTURES TRANSACTIONS

A futures contract held by the Fund is valued daily at the official
settlement price of the exchange on which it is traded. Each day the Fund
pays or receives cash, called "variation margin," equal to the daily
change in value of the futures contract. This process is known as
"marking to market." Variation margin does not represent a borrowing or
loan by the Fund but is instead settlement between the Fund and the
broker of the amount one would owe the other if the futures contract
expired. In computing its daily net asset value, the Fund will
mark-to-market its open futures positions. The Fund is also required to
deposit and maintain margin when it writes call options on futures
contracts.

The Fund may not purchase or sell futures contracts or related options if
immediately thereafter the sum of the amount of margin deposits on the
Fund's existing futures positions and premiums paid for related options
would exceed 5% of the market value of the Fund's total assets. When the
Fund purchases futures contracts, an amount of cash and cash equivalents,
equal to the underlying commodity value of the futures contracts (less
any related margin deposits), will be deposited in a segregated account
with the Fund's custodian (or the broker, if legally permitted) to
collateralize the position and thereby insure that the use of such
futures contracts is unleveraged.

PURCHASING OPTIONS

The Fund may purchase both put and call options on its portfolio
securities. These options will be used as a hedge to attempt to protect
securities which the Fund holds or will be purchasing against decreases
or increases in value. The Fund may purchase call and put options for the
purpose of offsetting previously written call options of the same series.
If the Fund is unable to effect a closing purchase transaction with
respect to covered options it has written, the Fund will not be able to
sell the underlying securities or dispose of assets held in a segregated
account until the options expire or are exercised.

The Fund intends to purchase put and call options on currency and other
financial futures contracts for hedging purposes. A put option purchased
by the Fund would give it the right to assume a position as the seller of
a futures contract. A call option purchased by the Fund would give it the
right to assume a
position as the purchaser of a futures contract. The purchase of an
option on a futures contract requires the Fund to pay a premium. In
exchange for the premium, the Fund becomes entitled to exercise the
benefits, if any, provided by the futures contract, but is not required
to take any action under the contract. If the option cannot be exercised
profitably before it expires, the Fund's loss will be limited to the
amount of the premium and any transaction costs.

The Fund currently does not intend to invest more than 5% of its net
assets in options transactions.

OPTIONS TRADING MARKETS

Options which the Fund will trade must be listed on national securities
exchanges. Exchanges on which such options currently are traded are the
Chicago Board Options Exchange and the New York, American, Pacific and
Philadelphia Stock Exchanges ("Exchanges").

LENDING OF PORTFOLIO SECURITIES

REVERSE REPURCHASE AGREEMENTS

PORTFOLIO TURNOVER

The Fund will not attempt to set or meet a portfolio turnover rate since any
turnover would be incidental to transactions undertaken in an attempt to achieve
the Fund's investment objective. The portfolio turnover rates, for the fiscal
years ended December 31, 1994 and 1993, were 19% and 11% for the bond portion of
the Fund's portfolio, and 16% and 8% for the stock portion of the Fund's
portfolio, respectively.

INVESTMENT LIMITATIONS

BUYING ON MARGIN

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

SELLING SHORT

ISSUING SENIOR SECURITIES AND BORROWING MONEY

The Fund will not borrow money or engage in reverse repurchase agreements
for investment leverage, but rather as a temporary, extraordinary, or
emergency measure to facilitate management of the portfolio by enabling
the Fund to, for example, meet redemption requests when the liquidation
of portfolio securities is deemed to be inconvenient or disadvantageous.
The Fund will not purchase any securities while any borrowings are
outstanding.

PLEDGING ASSETS

INVESTING IN REAL ESTATE

INVESTING IN COMMODITIES

RESTRICTED SECURITIES

UNDERWRITING

LENDING CASH OR SECURITIES

The Fund will not lend any of its assets except portfolio securities in
accordance with its investment objective, policies and limitations.

CONCENTRATION OF INVESTMENTS

DIVERSIFICATION OF INVESTMENTS

The above investment limitations cannot be changed without shareholder approval.
The following investment limitations, however, may be changed by Trustees
without shareholder approval. Shareholders will be notified before any material
change in these policies becomes effective.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

INVESTING IN ILLIQUID SECURITIES

INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF
THE TRUST

INVESTING IN MINERALS

FIRST UNION FUNDS MANAGEMENT
- --------------------------------------------------------------------------------

OFFICERS AND TRUSTEES

James S. Howell
4124 Crossgate Road
Charlotte, NC

Birthdate: August 13, 1924

Chairman and Trustee

Retired Vice President of Lance Inc. (food manufacturing).
- --------------------------------------------------------------------------------

Gerald M. McDonnell
821 Regency Drive
Charlotte, NC

Birthdate: July 14, 1939

Trustee

Thomas L. McVerry
4419 Parview Drive
Charlotte, NC

Birthdate: August 2, 1938

Trustee

William Walt Pettit*
Carillon Building
Suite 2170
227 West Trade Street
Charlotte, NC

Birthdate: August 25, 1955

Trustee

Principal in the law firm Holcomb and Pettit, P.A. (since 1988); formerly with
Clontz and Clontz (1980-1988).
- --------------------------------------------------------------------------------

Russell A. Salton, III, M.D.
Primary PhysicianCare
1515 Mockingbird Lane
Park Seneca Building
Suite 300
Charlotte, NC

Birthdate: June 2, 1947

Trustee

Michael S. Scofield
212 S. Tryon Street
Suite 980
Charlotte, NC

Birthdate: February 20, 1943

Trustee

Attorney; formerly, Partner with Wardlow, Knox, Knox, Freeman & Scofield
(attorneys) (1982-1986).
- --------------------------------------------------------------------------------

Edward C. Gonzales*
Federated Investors Tower
Pittsburgh, PA

Birthdate: October 22, 1930

President, Treasurer, and Trustee

Vice President, Treasurer, and Trustee, Federated Investors; Vice President and
Treasurer, Federated Advisers, Federated Management, Federated Research,
Federated Research Corp., and Passport Research, Ltd.; Executive Vice President,
Treasurer, and Director, Federated Securities Corp.; Trustee, Federated Services
Company and Federated Shareholder Services; hairman, Treasurer, and Trustee,
Federated Administrative Services; Vice President, Treasurer, and Trustee of
certain investment companies advised or distributed by affiliates of Federated
Investors.
- --------------------------------------------------------------------------------

Joseph S. Machi
Federated Investors Tower
Pittsburgh, PA

Birthdate: May 22, 1962

Vice President and Assistant Treasurer

Peter J. Germain
Federated Investors Tower
Pittsburgh, PA

Birthdate: September 3, 1959

Secretary

Senior Corporate Counsel, Federated Investors.
- --------------------------------------------------------------------------------

*These Trustees are each deemed to be an "interested person" of the Trust as
defined in the Investment Company Act of 1940.

FUND OWNERSHIP

Officers and Trustees own less than 1% of the Fund's outstanding Shares.

As of February 6, 1995, First Union National Bank, Charlotte, North Carolina was
the owner of record of approximately 67,604,537 shares (98.44%) of the
outstanding Y Shares of the Fund.

As of February 6, 1995, no shareholders of record owned 5% or more of the
outstanding Class A Investment Shares of the Fund.

As of February 6, 1995, no shareholders of record owned 5% or more of the
outstanding Class B Investment Shares of the Fund.

As of February 6, 1995, First Union Brokerage Service, for the exclusive benefit
of Naomi Hamuy of Coral Springs, Florida, was the owner of record of
approximately 8,864 shares (49.20%), and for the exclusive benefit of Leroy
Selby, Jr., of Orlando, Florida, was the owner of record of approximately 1,817
shares (10.08%) of the outstanding Class C Investment Shares of the Fund.

TRUSTEES COMPENSATION

<TABLE>
<CAPTION>
AGGREGATE
NAME, POSITION COMPENSATION
WITH TRUST FROM TRUST*+
<S> <C>
James S. Howell,
Chairman and Trustee $14,900

Edward C. Gonzales, President,
Treasurer and Trustee $0

Gerald M. McDonnell, Trustee $11,900

Thomas L. McVerry, Trustee $11,900

William Walt Pettit, Trustee $11,900

Russell A. Salton, III, M.D., Trustee $11,900

Michael S. Scofield, Trustee $11,700
</TABLE>

*Information is furnished for the fiscal year ended December 31, 1994. The Trust
is the only investment company in the complex.

+The aggregate compensation is provided for the Trust which is comprised of
seventeen portfolios.

TRUSTEE LIABILITY

The Trust's Declaration of Trust provides that a Trustee shall be liable for his
own wilful defaults but shall not be liable for errors of judgment or mistakes
of fact or law. If reasonable care has been exercised in the selection of
officers, agents, employees, or investment advisers, a Trustee shall not be
liable for any neglect or wrongdoing of any such person. However, a Trustee is
not protected against any liability to which he would otherwise be subject by
reason of wilful misfeasance, bad faith, gross negligence, or reckless disregard
of the duties involved in the conduct of his office.

INVESTMENT ADVISORY SERVICES
- --------------------------------------------------------------------------------

ADVISER TO THE FUND

ADVISORY FEES

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

For the fiscal years ended December 31, 1994, 1993, and 1992, the Adviser earned
advisory fees of $4,621,512, $3,425,786, and $2,319,251, respectively.

STATE EXPENSE LIMITATIONS

This arrangement is not part of the advisory contract and may be amended
or rescinded in the future.

BROKERAGE TRANSACTIONS
- --------------------------------------------------------------------------------

The Adviser may select brokers and dealers who offer brokerage and research
services. These services may be furnished directly to the Fund or to the 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.

For the fiscal years ended December 31, 1994, 1993, and 1992, the Fund paid
$450,569, $389,044, and $152,802, respectively, in commissions on brokerage
transactions.

ADMINISTRATIVE SERVICES
- --------------------------------------------------------------------------------

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

For the fiscal years ended December 31, 1994, 1993, and 1992, the Fund incurred
$779,584, $597,752, and $427,255, respectively, in administrative service costs.

PURCHASING SHARES
- --------------------------------------------------------------------------------

REDUCING THE SALES CHARGE

The sales charge can be reduced on the purchase of Class A Investment
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

LETTER OF INTENT

REINVESTMENT PRIVILEGE

CONCURRENT PURCHASES

DISTRIBUTION PLANS (CLASS A, CLASS B AND CLASS C INVESTMENT SHARES)

With respect to the Class A, Class B and Class C Investment Shares classes of
the Fund, the Trust has adopted distribution plans (the "Plans") pursuant to
Rule 12b-1 which was promulgated by the SEC pursuant to the Investment Company
Act of 1940. The Plans permit the payment of fees to brokers for distribution
and administrative services and to administrators for administrative services as
to Class A, Class B and Class C Investment
Shares. The Plans are designed to (i) stimulate brokers to provide distribution
and administrative support services to the Fund and holders of Class A, Class B
and Class C Investment Shares and (ii) stimulate administrators to render
administrative support services to the Fund and holders of Class A, Class B and
Class C Investment Shares. The administrative services are provided by a
representative who has knowledge of the shareholder's particular circumstances
and goals, and include, but are not limited to: providing office space,
equipment, telephone facilities, and various personnel, including clerical,
supervisory, and computer, 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 regarding Class A, Class B and Class C
Investment Shares; assisting clients in changing dividend options, account
designations, and addresses; and providing such other services as the Fund
reasonably requests for its Class A, Class B and Class C Investment Shares.

Other benefits which the Trust hopes to achieve through the Plans include, but
are not limited to, the following: (1) an efficient and effective administrative
system; (2) a more efficient use of shareholder assets by having them rapidly
invested in the Fund, through an automatic transfer of funds from a demand
deposit account to an investment account, with a minimum of delay and
administrative detail; and (3) an efficient and reliable shareholder records
system with prompt responses to shareholders' requests and inquiries concerning
their accounts.

Although state securities laws differ, administrators in some states may be
required to register as brokers and dealers pursuant to state law.

For the fiscal year ended December 31, 1994, the Fund incurred $102,621 in
distribution services fees on behalf of Class A Investment Shares.

For the fiscal year ended December 31, 1994, the Fund incurred $670,202 in
distribution services fees on behalf of Class B Investment Shares.

For the period from September 2, 1994 (commencement of operations) to December
31, 1994, the Fund incurred $310 in distribution services fees on behalf of
Class C Investment Shares.

ADMINISTRATIVE ARRANGEMENTS

SHAREHOLDER SERVICES PLAN

For the period ended December 31, 1994, the Fund incurred shareholder services
fees of $83,641 and $103, respectively, on behalf of Class B Investment Shares
and Class C Investment Shares.

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

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

DETERMINING MARKET VALUE OF SECURITIES

The market value of the Fund's portfolio securities, other than options, are
determined as follows:

.according to the last sale price on a national securities exchange, if
available;

.at fair value as determined in good faith by the Trustees.

Prices provided by independent pricing services may be determined without
relying exclusively on quoted prices. Pricing services may consider:

.yield;

.quality;

.coupon rate;

.maturity;

.type of issue;

.trading characteristics; and

.other market data.

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

REDEMPTION IN KIND

TAX STATUS
- --------------------------------------------------------------------------------

THE FUND'S TAX STATUS

.derive at least 90% of its gross income from dividends, interest, and gains
from the sale of securities;

.derive less than 30% of its gross income from the sale of securities held less
than three months;

.invest in securities within certain statutory limits; and

.distribute to its shareholders at least 90% of its net income earned during the
year.

SHAREHOLDERS' TAX STATUS

Shareholders are subject to federal income tax on dividends and capital gains
received as cash or additional Shares.

CAPITAL GAINS

Shareholders will pay federal income tax at capital gains rates on
long-term capital gains distributed to them regardless of how long they
have held Shares.

TOTAL RETURN
- --------------------------------------------------------------------------------

The Fund's average annual total returns for Y Shares for the one-year period
ended December 31, 1994 and for the period from April 1, 1991 (start of
performance) to December 31, 1994 were (2.15)% and 8.30%, respectively.

The Fund's average annual total returns for Class A Investment Shares for the
one-year period ended December 31, 1994 and for the period from June 6, 1991
(start of performance) to December 31, 1994 were (7.03)% and 6.05%,
respectively.

The Fund's average annual total returns for Class B Investment Shares for the
one-year period ended December 31, 1994 and for the period from January 25, 1993
(start of performance) to December 31, 1994 were (7.85)% and 0.64%%,
respectively.

The Fund's cumulative total return for Class C Investment Shares for the period
from September 2, 1994 (start of performance) to December 31, 1994 was (4.53)%.

The average annual total return for all classes of Shares of the Fund 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, less any applicable sales
load, adjusted over the period by any additional shares, assuming the quarterly
reinvestment of all dividends and distributions. Any applicable contingent
deferred sales charge is deducted from the ending value of the investment based
on the lesser of the original purchase price or the net asset value of Shares
redeemed.

Cumulative total return reflects the Class C Investment Shares' total
performance over a specific period of time. This total return assumes and is
reduced by the payment of the maximum sales load, and any contingent deferred
sales charge, if applicable. The Class C Investment Shares' total return is
representative of only 4 months of investment activity since the start of
performance.

YIELD
- --------------------------------------------------------------------------------

The Fund's yield for Y Shares for the thirty-day period ended December 31, 1994
was 4.84%.

The Fund's yield for Class A Investment Shares for the thirty-day period ended
December 31, 1994 was 4.36%.

The Fund's yield for Class B Investment Shares for the thirty-day period ended
December 31, 1994 was 3.82%.

The Fund's yield for Class C Investment Shares for the thirty-day period ended
December 31, 1994 was 3.82%.

The yield for all classes of shares of the Fund is determined by dividing the
net investment income per share (as defined by the SEC earned by any class of
Shares over a thirty-day period by the maximum offering price per share of any
class on the last day of the period. This value is then 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 twelve-month
period and is reinvested every six months. The yield does not necessarily
reflect income actually earned by any class because of certain adjustments
required by the SEC and, therefore, may not correlate to the dividends or other
distributions paid to shareholders.

PERFORMANCE COMPARISONS
- --------------------------------------------------------------------------------

The performance of all classes of Shares depends upon such variables as:

.portfolio quality;

.average portfolio maturity;

.type of instruments in which the portfolio is invested;

.changes in interest rates and market value of portfolio securities;

.changes in the Fund's or any class of Shares' expenses; and

.various other factors.

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:

.LEHMAN BROTHERS GOVERNMENT/CORPORATE (TOTAL) index is comprised of
approximately 5,000 issues, which include: non-convertible bonds publicly
issued by the U.S. government or its agencies; corporate bonds guaranteed by
the U.S. government and quasi-federal corporations; and publicly issued, fixed
rate, non-convertible domestic bonds of companies in industry, public
utilities, and finance. The average maturity of these bonds approximates nine
years. Tracked by Lehman Brothers, Inc., the index calculates total returns for
one month, three month, twelve month, and ten year periods and year-to-date.

.LEHMAN BROTHERS INTERMEDIATE GOVERNMENT/CORPORATE BOND INDEX: An unmanaged
index comprised of all the bonds issued by the Lehman Brothers
Government/Corporate Bond Index with maturities between 1 and 9.99 years. Total
return is based on price appreciation/depreciation and income as a percentage
of the original investment. Indices are rebalanced monthly by market
capitalization.

.DOW JONES INDUSTRIAL AVERAGE (DJIA): An unmanaged index representing share
prices of major industrial corporations, public utilities, and transportation
companies. Produced by Dow Jones & Company, it is the oldest and most widely
quoted of all market indicators. The Dow represents about 25% of the NYSE
market capitalization and less than 2% of NYSE issues. It is a price-weighted
arithmetic average, with the divisor adjusted for stock splits. The index is
calculated on both a price change and total return basis.

.STANDARD AND POOR'S DAILY STOCK PRICE INDEX OF 500 COMMON STOCKS, a composite
index of common stocks in industry, transportation, financial, and public
utility companies, can be used to compare to the total returns of funds whose
portfolios are invested primarily in common stocks. In addition, the Standard &
Poor's Index assumes reinvestments of all dividends paid by stocks listed on
its index. Taxes due on any of these distributions are not included, nor are
brokerage or other fees calculated in the Standard & Poor's figures.

Advertisements may quote performance information which does not reflect the
effect of the sales load or contingent deferred sales charge, if applicable.

FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

The financial statements for First Union Balanced Portfolio for the fiscal year
ended December 31, 1994, are incorporated herein by reference from the Growth
and Income Funds' Annual Report, dated December 31, 1994 (File Nos. 2-94560 and
811-4154). A copy of the Annual Report may be obtained without charge by
contacting the Fund at the address located on the inside back cover of the
respective prospectus.

APPENDIX
- --------------------------------------------------------------------------------

STANDARD & POOR'S RATINGS GROUP CORPORATE BOND RATING DEFINITIONS

AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's Ratings
Group. 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.

MOODY'S INVESTORS SERVICE, INC. CORPORATE BOND RATING DEFINITIONS

G00850-23 (2/95)

FIRST UNION UTILITY PORTFOLIO
A PORTFOLIO OF FIRST UNION FUNDS
Y SHARES
CLASS A INVESTMENT SHARES
CLASS B INVESTMENT SHARES
CLASS C INVESTMENT SHARES
COMBINED STATEMENT OF ADDITIONAL INFORMATION

This Combined Statement of Additional Information should be read with
the respective prospectus of
Y Shares, Class A Investment Shares, Class B Investment Shares, or
Class C Investment Shares for First Union Utility Portfolio, dated
February 28, 1995. This Statement is not a prospectus itself. To
receive a copy of the Y Shares' prospectus, write First Union National
Bank of North Carolina, Capital Management Group, 1200 Two First Union
Center, Charlotte, North Carolina 28288-1156 or call 1-800-326-2584.
To receive a copy of the Class A Investment Shares', Class B
Investment Shares' or Class C Investment Shares' prospectus, write
First Union Brokerage Services, Inc., One First Union Center, 301 S.
College Street, Charlotte, North Carolina 28288-1173 or call
1-800-326-3241.

FEDERATED INVESTORS TOWER
PITTSBURGH, PENNSYLVANIA 15222-3779

Statement dated February 28, 1995

[LOGO] FEDERATED SECURITIES CORP.
---------------------------------------------------------
Distributor
A subsidiary of FEDERATED INVESTORS

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

GENERAL INFORMATION ABOUT THE FUND 1
- ---------------------------------------------------------------

INVESTMENT OBJECTIVE AND POLICIES 1
- ---------------------------------------------------------------

Restricted and Illiquid Securities 1
When-Issued and Delayed Delivery
Transactions 1
Lending of Portfolio Securities 2
Reverse Repurchase Agreements 2
Options and Futures Transactions 2
Portfolio Turnover 3
Investment Limitations 3

FIRST UNION FUNDS MANAGEMENT 5
- ---------------------------------------------------------------

Officers and Trustees 5
Fund Ownership 7
Trustees Compensation 8
Trustee Liability 8

INVESTMENT ADVISORY SERVICES 8
- ---------------------------------------------------------------

Adviser to the Fund 8
Advisory Fees 8

BROKERAGE TRANSACTIONS 9
- ---------------------------------------------------------------

ADMINISTRATIVE SERVICES 9
- ---------------------------------------------------------------

PURCHASING SHARES 9
- ---------------------------------------------------------------

Distribution Plans (Class A, Class B and Class C
Investment Shares) 10
Shareholder Services Plan 11

DETERMINING NET ASSET VALUE 11
- ---------------------------------------------------------------

Determining Market Value of Securities 11

REDEEMING SHARES 12
- ---------------------------------------------------------------

Redemption in Kind 12

TAX STATUS 12
- ---------------------------------------------------------------

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

TOTAL RETURN 12
- ---------------------------------------------------------------

YIELD 13
- ---------------------------------------------------------------

PERFORMANCE COMPARISONS 13
- ---------------------------------------------------------------

FINANCIAL STATEMENTS 14
- ---------------------------------------------------------------

APPENDIX 14
- ---------------------------------------------------------------

GENERAL INFORMATION ABOUT THE FUND
- --------------------------------------------------------------------------------

First Union Utility Portfolio (the "Fund") is a portfolio of First Union Funds
(the "Trust"). The Trust was established as a Massachusetts business trust under
a Declaration of Trust dated August 30, 1984. On January 4, 1993, the name of
the Trust was changed from "The Salem Funds" to "First Union Funds."

INVESTMENT OBJECTIVE AND POLICIES
- --------------------------------------------------------------------------------

The Fund's investment objective is high current income and moderate capital
appreciation. The Fund invests primarily in a diversified portfolio of equity
and debt securities issued by utility companies. The investment objective cannot
be changed without approval of shareholders.

U.S. GOVERNMENT OBLIGATIONS

The types of U.S. government obligations in which the Fund may invest
generally include direct obligations of the U.S. Treasury (such as U.S.
Treasury bills, notes, and bonds) and obligations issued or guaranteed by
U.S. government agencies or instrumentalities. These securities are
backed by:

the full faith and credit of the U.S. Treasury;

the issuer's right to borrow from the U.S. Treasury;

the discretionary authority of the U.S. government to purchase certain
obligations of agencies or
instrumentalities; or

the credit of the agency or instrumentality issuing the obligations.

Examples of agencies and instrumentalities which may not always receive
financial support from the U.S. government are:

Farm Credit System, including the National Bank for Cooperatives, Farm
Credit Banks and Banks for Cooperatives;

Farmers Home Administration;

Federal Home Loan Banks;

Federal Home Loan Mortgage Corporation;

Federal National Mortgage Association;

Government National Mortgage Association; and

Student Loan Marketing Association.

RESTRICTED AND ILLIQUID SECURITIES

The ability of the Board of Trustees ("Trustees") to determine the liquidity of
certain restricted securities is permitted under a Securities and Exchange
Commission ("SEC") Staff position set forth in the adopting release for Rule
144A under the Securities Act of 1933 (the "Rule"). The Rule is a non-exclusive,
safe-harbor for certain secondary market transactions involving securities
subject to restrictions on resale under federal securities laws. The Rule
provides an exemption from registration for resales of otherwise restricted
securities to qualified institutional buyers. The Rule was expected to further
enhance the liquidity of the secondary market for securities eligible for resale
under the Rule. The Fund believes that the Staff of the SEC has left the
question of determining the liquidity of all restricted securities eligible for
resale (under the Rule) for determination by the Trustees. The Trustees consider
the following criteria in determining the liquidity of certain restricted
securities:

the frequency of trades and quotes for the security;

the number of dealers willing to purchase or sell the security and the
number of other potential buyers;

dealer undertakings to make a market in the security; and

the nature of the security and the nature of marketplace trades.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

- --------------------------------------------------------------------------------

LENDING OF PORTFOLIO SECURITIES

REVERSE REPURCHASE AGREEMENTS

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

OPTIONS AND FUTURES TRANSACTIONS

PURCHASING PUT AND CALL OPTIONS ON FINANCIAL FUTURES CONTRACTS

The Fund may purchase put options on financial futures contracts for U.S.
government securities. Unlike entering directly into a futures contract,
which requires the purchaser to buy a financial instrument on a set date
at an undetermined price, the purchase of a put option on a futures
contract entitles (but does not obligate) its purchaser to decide on or
before a future date whether to assume a short position at the specified
price.

PURCHASING OPTIONS

The Fund may purchase both put and call options on its portfolio
securities. These options will be used as a hedge to attempt to protect
securities which the Fund holds or will be purchasing against decreases
or increases in value. The Fund may purchase call and put options for the
purpose of offsetting previously written call and put options of the same
series. If the Fund is unable to effect a closing purchase transaction
with respect to covered options it has written, the Fund will not be able
to sell the underlying securities or dispose of assets held in a
segregated account until the options expire or are exercised.

The Fund intends to purchase put and call options on currency and other
financial futures contracts for hedging purposes. A put option purchased
by the Fund would give it the right to assume a position as the seller of
a futures contract. A call option purchased by the Fund would give it the
right to assume a position as the purchaser of a futures contract. The
purchase of an option on a futures contract requires
the Fund to pay a premium. In exchange for the premium, the Fund becomes
entitled to exercise the benefits, if any, provided by the futures
contract, but is not required to take any action under the contract. If
the option cannot be exercised profitably before it expires, the Fund's
loss will be limited to the amount of the premium and any transaction
costs.

The Fund currently does not intend to invest more than 5% of its net
assets in options transactions.

The Fund may not purchase or sell futures contracts or related options if
immediately thereafter the sum of the amount of margin deposits on the Fund's
existing futures positions and premiums paid for related options would exceed 5%
of the market value of the Fund's total assets. When the Fund purchases futures
contracts, an amount of cash and cash equivalents, equal to the underlying
commodity value of the futures contracts (less any related margin deposits),
will be deposited in a segregated account with the Fund's custodian (or the
broker, if legally permitted) to collateralize the position and thereby insure
that the use of such futures contracts is unleveraged.

PORTFOLIO TURNOVER

The Fund will not attempt to set or meet a portfolio turnover rate since any
turnover would be incidental to transactions undertaken in an attempt to achieve
the Fund's investment objectives. It is not anticipated that the portfolio
trading engaged in by the Fund will result in its annual rate of turnover
exceeding 85%. For the period from January 4, 1994 (commencement of operations)
to December 31, 1994, the portfolio turnover rate for the Fund was 23%.

INVESTMENT LIMITATIONS

CONCENTRATION OF INVESTMENTS

The Fund will not invest more than 25% of its total assets (valued at the
time of investment) in securities of companies engaged principally in any
one industry other than the utilities industry, except that this
restriction does not apply to cash or cash items and securities issued or
guaranteed by the United States government or its agencies or
instrumentalities.

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 transactions. A deposit or payment by the Fund of initial or
variation margin in connection with financial futures contracts or
related options transactions is not considered the purchase of a security
on margin.

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, including the amount borrowed
and except to the extent that the Fund may enter into futures contracts.
The Fund will not borrow money or engage in reverse repurchase agreements
for investment leverage, but rather as a temporary, extraordinary, or
emergency measure to facilitate management of the portfolio by enabling
the Fund to meet redemption requests when the liquidation of portfolio
securities is deemed to be inconvenient or disadvantageous. The Fund will
not purchase any securities while borrowings in excess of 5% of its total
assets are outstanding.

INVESTING IN COMMODITIES

LENDING CASH OR SECURITIES

The Fund will not lend any of its assets, except portfolio securities up
to 15% of the value of its total assets. This shall not prevent the Fund
from purchasing or holding corporate or government 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 objectives and policies or the Trust's
Declaration of Trust.

UNDERWRITING

PLEDGING ASSETS

The Fund will not mortgage, pledge, or hypothecate any assets except to
secure permitted borrowings. In those cases, it may pledge assets having
a market value not exceeding the lesser of the dollar amounts borrowed or
15% of the value of total assets at the time of the borrowing. For
purposes of this limitation, the following are not deemed to be pledges:
margin deposits for the purchase and sale of financial futures contracts
and related options and segregation or collateral arrangements made in
connection with options activities.

INVESTING IN REAL ESTATE

The Fund will not buy or sell real estate, including limited partnership
interests in real estate, although it may invest in securities of
companies whose business involves the purchase or sale of real estate or
in securities which are secured by real estate or interests in real
estate.

DIVERSIFICATION OF INVESTMENTS

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

The above investment limitations cannot be changed without shareholder approval.
The following limitations, however, may be changed by the Trustees without
shareholder approval. Shareholders will be notified before any material changes
in these limitations become effective.

INVESTING IN RESTRICTED SECURITIES

The Fund will not invest more than 10% of its total assets in securities
subject to restrictions on resale under the Securities Act of 1933,
except for commercial paper issued under Section 4(2) of the Securities
Act of 1933 and certain other restricted securities which meet the
criteria for liquidity as established by the Trustees. To comply with
certain state restrictions, the Fund will limit these transactions to 5%
of its total assets. (If state restrictions change, this latter
restriction may be revised without shareholder approval or notification.)

INVESTING IN ILLIQUID SECURITIES

The Fund will not invest more than 15% of its net assets in illiquid
securities, including repurchase agreements providing for settlement more
than seven days after notice, non-negotiable time deposits, and certain
restricted securities not determined by the Trustees to be liquid.

INVESTING TO EXERCISE CONTROL

The Fund will not purchase securities of an issuer for the purpose of
exercising control or management.

INVESTING IN PUT OPTIONS

The Fund will not purchase put options on securities, unless the
securities are held in the Fund's portfolio and not more than 5% of the
Fund's total assets would be invested in premiums on open put option
positions.

WRITING COVERED CALL OPTIONS

The Fund will not write call options on securities unless the securities
are held in the Fund's portfolio or unless the Fund is entitled to them
in deliverable form without further payment or after segregating cash in
the amount of any further payment.

INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES
OF THE TRUST

INVESTING IN NEW ISSUERS

The Fund will not invest more than 5% of its total assets in securities
of issuers which have records of less than three years of continuous
operations, including their predecessors.

INVESTING IN WARRANTS

The Fund will not invest more than 5% of its net assets in warrants,
including those acquired in units or attached to other securities. To
comply with certain state restrictions, the Fund will limit its
investment in such warrants not listed on the New York or American Stock
Exchanges to 2% of its net assets. (If state restrictions change, this
latter restriction may be revised without notice to shareholders.) For
purposes of this investment restriction, warrants acquired by the Fund in
units or attached to securities may be deemed to be without value.

INVESTING IN MINERALS

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

The Fund will purchase securities of investment companies only in
open-market transactions involving customary broker's commissions.
However, these limitations are not applicable if the securities are
acquired in a merger, consolidation, or acquisition of assets. It should
be noted that investment companies incur certain expenses such as
management fees, and, therefore, any investment by the Fund in shares of
another investment company would be subject to such duplicate expenses.

To comply with registration requirements in certain states, the Fund (a) will
limit the aggregate value of the assets underlying covered call options or put
options written by the Fund to not more than 25% of its net assets, (b) will
limit the premiums paid for options purchased by the Fund to 20% of its net
assets, and (c) will limit the margin deposits on futures contracts entered into
by the Fund to 5% of its net assets. (If state requirements change, these
restrictions may be revised without shareholder notification.)

FIRST UNION FUNDS MANAGEMENT
- --------------------------------------------------------------------------------

OFFICERS AND TRUSTEES

James S. Howell
4124 Crossgate Road
Charlotte, NC

Birthdate: August 13, 1924

Chairman and Trustee

Retired Vice President of Lance Inc. (food manufacturing).
- --------------------------------------------------------------------------------

Gerald M. McDonnell
821 Regency Drive
Charlotte, NC

Birthdate: July 14, 1939

Trustee

Thomas L. McVerry
4419 Parview Drive
Charlotte, NC

Birthdate: August 2, 1938

Trustee

William Walt Pettit*
Carillon Building
Suite 2170
227 West Trade Street
Charlotte, NC

Birthdate: August 26, 1955

Trustee

Principal in the law firm Holcomb and Pettit, P.A. (since 1988); formerly with
Clontz and Clontz (1980-1988).
- --------------------------------------------------------------------------------

Russell A. Salton, III, M.D.
Primary PhysicianCare
1515 Mockingbird Lane
Park Seneca Building
Suite 321
Charlotte, NC

Birthdate: June 2, 1947

Trustee

Michael S. Scofield
212 S. Tryon Street
Suite 980
Charlotte, NC

Birthdate: February 20, 1943

Trustee

Attorney; formerly, Partner with Wardlow, Knox, Knox, Freeman & Scofield
(attorneys) (1982-1986).
- --------------------------------------------------------------------------------

Edward C. Gonzales*
Federated Investors Tower
Pittsburgh, PA

Birthdate: October 22, 1930

President, Treasurer, and Trustee

Joseph S. Machi
Federated Investors Tower
Pittsburgh, PA

Birthdate: May 22, 1962

Vice President and Assistant Treasurer

Peter J. Germain
Federated Investors Tower
Pittsburgh, PA

Birthdate: September 3, 1959

Secretary

Senior Corporate Counsel, Federated Investors.
- --------------------------------------------------------------------------------

*These Trustees are each deemed to be an "interested person" of the Trust as
defined in the Investment Company Act of 1940.

FUND OWNERSHIP

Officers and Trustees own less than 1% of the Fund's outstanding Shares.

As of February 6, 1995, no shareholders of record owned 5% or more of the
outstanding Class A Investment Shares of the Fund.

As of February 6, 1995, no shareholders of record owned 5% or more of the
outstanding Class B Investment Shares of the Fund.

As of February 6, 1995, the following shareholders of record owned 5% or more of
the outstanding Class C Investment Shares of the International Equity Fund:
First Union Brokerage Services & Co. ("FUBS"), for the exclusive benefit of
Elsie B. Strom and Lewis F. Strom, both of Bennettsville, South Carolina, owned
approximately 5,470 shares (38.00%); FUBS, for the exclusive benefit of Laura
Alyce Hulbert and Ronald F. Hulbert, both of Charlotte, North Carolina, owned
approximately 2,974 shares (20.66%); FUBS, for the exclusive benefit of
Charlotte A. Hall, Maggie, North Carolina, owned approximately 1,098 shares
(7.63%); and FUBS, for the exclusive benefit of Evelyn L. Smith and Greg Smith,
both of Hapeville, Georgia, owned approximately 1,090 shares (7.57%).

- --------------------------------------------------------------------------------

TRUSTEES COMPENSATION

<TABLE>
<CAPTION>
AGGREGATE
NAME, POSITION COMPENSATION
WITH TRUST FROM TRUST*+
<S> <C>
James S. Howell,
Chairman and Trustee $14,900

Edward C. Gonzales, President,
Treasurer and Trustee $0

Gerald M. McDonnell, Trustee $11,900

Thomas L. McVerry, Trustee $11,900

William Walt Pettit, Trustee $11,900

Russell A. Salton, III, M.D., Trustee $11,900

Michael S. Scofield, Trustee $11,700
</TABLE>

*Information is furnished for the fiscal year ended December 31, 1994. The Trust
is the only investment company in the Fund Complex.

+The aggregate compensation is provided for the Trust which is comprised of
seventeen portfolios.

TRUSTEE LIABILITY

INVESTMENT ADVISORY SERVICES
- --------------------------------------------------------------------------------

ADVISER TO THE FUND

ADVISORY FEES

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

For the period from January 4, 1994 (commencement of operations) to December 31,
1994, the Adviser earned advisory fees of $153,458, of which $152,038 were
voluntarily waived.

STATE EXPENSE LIMITATIONS

This arrangement is not part of the advisory contract and may be amended
or rescinded in the future.

BROKERAGE TRANSACTIONS
- --------------------------------------------------------------------------------

The Adviser may select brokers and dealers who offer brokerage and research
services. These services may be furnished directly to the Fund or to the 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.

For the period from January 4, 1994 (commencement of operations) to December 31,
1994, the Fund paid $66,294 in commissions on brokerage transactions.

ADMINISTRATIVE SERVICES
- --------------------------------------------------------------------------------

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

For the period from January 4, 1994 (commencement of operations) to December 31,
1994, the Fund incurred $104,384 in administrative service costs, of which
$104,384 were voluntarily waived.

PURCHASING SHARES
- --------------------------------------------------------------------------------

REDUCING THE SALES CHARGE

The sales charge can be reduced on the purchase of Class A Investment
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

LETTER OF INTENT

REINVESTMENT PRIVILEGE

CONCURRENT PURCHASES

DISTRIBUTION PLANS (CLASS A, CLASS B AND CLASS C INVESTMENT SHARES)

With respect to the Class A, Class B and Class C Investment Shares classes of
the Fund, the Trust has adopted distribution plans (the "Plans") pursuant to
Rule 12b-1 which was promulgated by the SEC pursuant to the Investment Company
Act of 1940. The Plans permit the payment of fees to brokers for distribution
and administrative services and to administrators for administrative services as
to Class A, Class B and Class C Investment Shares. The Plans are designed to (i)
stimulate brokers to provide distribution and administrative support services to
the Fund and holders of Class A, Class B and Class C Investment Shares and (ii)
stimulate administrators to render administrative support services to the Fund
and holders of Class A, Class B and Class C Investment Shares. The
administrative services are provided by a representative who has knowledge of
the shareholder's particular circumstances and goals, and include, but are not
limited to: providing office space, equipment, telephone facilities, and various
personnel including clerical, supervisory, and computer, 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 regarding Class
A, Class B and Class C Investment Shares; assisting clients in changing dividend
options, account designations, and addresses; and providing such other services
as the Fund reasonably requests for its Class A, Class B and Class C Investment
Shares.

By adopting the Plans, the Trustees expect 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
seeking to achieve its investment objectives. By identifying potential investors
whose needs
are served by the Fund's objectives, and properly servicing these accounts, the
Fund may be able to curb sharp fluctuations in rates of redemptions and sales.

Other benefits which the Trust hopes to achieve through the Plans include, but
are not limited to, the following: (1) an efficient and effective administrative
system; (2) a more efficient use of shareholder assets by having them rapidly
invested in the Fund, through an automatic transfer of funds from a demand
deposit account to an investment account, with a minimum of delay and
administrative detail; and (3) an efficient and reliable shareholder records
system with prompt responses to shareholders' requests and inquiries concerning
their accounts.

Although state securities laws differ, administrators in some states may be
required to register as brokers and dealers pursuant to state law.

For the period from January 4, 1994 (commencement of operations) to December 31,
1994, the Fund incurred $9,658 in distribution services fees on behalf of Class
A Investment Shares.

For the period from January 4, 1994 (commencement of operations) to December 31,
1994, the Fund incurred $169,007 in distribution services fees on behalf of
Class B Investment Shares.

For the period from September 2, 1994 (commencement of operations) to December
31, 1994, the Fund incurred $232 in distribution services fees on behalf of
Class C Investment Shares.

ADMINISTRATIVE ARRANGEMENTS

SHAREHOLDER SERVICES PLAN

For the period ended December 31, 1994, the Fund incurred shareholder services
fees of $24,141 and $77, respectively, on behalf of Class B Investment Shares
and Class C Investment Shares.

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

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

DETERMINING MARKET VALUE OF SECURITIES

The market values of the Fund's portfolio securities, other than options, are
determined as follows:

.according to the last sale price on a national securities exchange, if
available;

.in the absence of recorded sales for equity securities, according to the mean
between the last closing bid and asked prices, and for bonds and other fixed
income securities, as determined by an independent pricing service;

.for unlisted equity securities, the latest bid prices; or

.for short-term obligations, according to the mean between bid and asked prices
as furnished by an independent pricing service, or for short-term obligations
with remaining maturities of 60 days or less at the time of purchase, at
amortized cost or at fair value as determined in good faith by the Trustees.

Prices provided by independent pricing services may be determined without
relying exclusively on quoted prices. Pricing services may consider:

.yield;

.quality;

.coupon rate;

.maturity;

.type of issue;

.trading characteristics; and

.other market data.

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

REDEMPTION IN KIND

TAX STATUS
- --------------------------------------------------------------------------------

THE FUND'S TAX STATUS

.derive at least 90% of its gross income from dividends, interest, and gains
from the sale of securities;

.derive less than 30% of its gross income from the sale of securities held less
than three months;

.invest in securities within certain statutory limits; and

.distribute to its shareholders at least 90% of its net income earned during the
year.

SHAREHOLDERS' TAX STATUS

Shareholders are subject to federal income tax on dividends and capital gains
received as cash or additional Shares.

CAPITAL GAINS

Shareholders will pay federal income tax at capital gains rates on
long-term capital gains distributed to them regardless of how long they
have held the Shares.

TOTAL RETURN
- --------------------------------------------------------------------------------

The Fund's cumulative total return for Y Shares from February 28, 1994 (start of
performance) to December 31, 1994 was (1.55%).

The Fund's cumulative total return for Class A Investment Shares from January 4,
1994 (start of performance) to December 31, 1994 was (10.10%).

The Fund's cumulative total return for Class B Investment Shares from January 4,
1994 (start of performance) to December 31, 1994 was (10.93%).

The Fund's cumulative total return for Class C Investment Shares from September
2, 1994 (start of performance) to December 31, 1994 was (3.20%).

Cumulative total return reflects each class's total performance over a specific
period of time. This total return assumes and is reduced by the payment of the
maximum sales load, if applicable.

Y Shares' total return is representative of only 9 months of Fund activity since
the start of performance. Class A Shares' and Class B Shares' total returns are
representative of only 11 months of Fund activity since the start of
performance. Class C Shares' total return is representative of only 8 months of
Fund activity since the (start of performance).

YIELD
- --------------------------------------------------------------------------------

The Fund's yield for Y Shares for the thirty-day period ended December 31, 1994
was 5.16%.

The Fund's yield for Class A Investment Shares for the thirty-day period ended
December 31, 1994 was 4.67%.

The Fund's yield for Class B Investment Shares for the thirty-day period ended
December 31, 1994 was 4.14%.

The Fund's yield for Class C Investment Shares for the thirty-day period ended
December 31, 1994 was 4.14%.

The yield for all classes of Shares of the Fund is determined by dividing the
net investment income per Share (as defined by the SEC) earned by any class of
shares over a thirty-day period by the offering price per Share of any class on
the last day of the period. This value is then 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 twelve-month
period and is reinvested every six months. The yield does not necessarily
reflect income actually earned by any class because of certain adjustments
required by the SEC and, therefore, may not correlate to the dividends or other
distributions paid to shareholders.

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

PERFORMANCE COMPARISONS
- --------------------------------------------------------------------------------

The performance of all classes of Shares depends upon such variables as:

.portfolio quality;

.average portfolio maturity;

.type of instruments in which the portfolio is invested;

.changes in interest rates and market value of portfolio securities;

.changes in the Fund's or any class of Shares' expenses; and

.various other factors.

.LIPPER ANALYTICAL SERVICES, INC. ("LIPPER"), an independent mutual fund rating
service, ranks funds in various fund categories by making comparative
calculations using total return. Total return assumes the reinvestment of all
capital gains distributions and income dividends and takes into account any
change in net asset value over a specified period of time. From time to time,
the Fund will quote its Lipper ranking in the "utility funds" category in
advertising and sales literature.

.DOW JONES INDUSTRIAL AVERAGE ("DJIA") represents share prices of selected blue
chip industrial corporations as well as public utility and transportation
companies. The DJIA indicates daily changes in the average price of stocks in
any of its categories. It also reports total sales for each group of
industries. Because it represents the top corporations of America, the DJIA is
a leading economic indicator for the stock market as a whole.

.STANDARD & POOR'S UTILITY INDEX is an unmanaged index of common stocks from
forty different utilities. This index indicates daily changes in the price of
the stocks. The index also provides figures for changes in price from the
beginning of the year to date, and for a twelve month period.

.DOW JONES UTILITY INDEX is an unmanaged index comprised of fifteen utility
stocks that tracks changes in price daily and over a six month period. The
index also provides the highs and lows for each of the past five years.

.STANDARD & POOR'S DAILY STOCK PRICE INDEX OF 500 COMMON STOCKS, a composite
index of common stocks in industry, transportation, and financial and public
utility companies, can be used to compare to the total returns of funds whose
portfolios are invested primarily in common stocks. In addition, the Standard &
Poor's Index assumes reinvestments of all dividends paid by stocks listed on
its index. Taxes due on any of these distributions are not included, nor are
brokerage or other fees calculated in the Standard & Poor's figures.

Advertisements may quote performance information which does not reflect the
effect of the sales load or contingent deferred sales charge, if applicable.

FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

The financial statements for First Union Utility Portfolio for the fiscal year
ended December 31, 1994, are incorporated herein by reference from the Growth
and Income Funds' Annual Report, dated December 31, 1994 (File Nos. 2-94560 and
811-4154). A copy of the Annual Report may be obtained without charge by
contacting the Fund at the address located on the inside back cover of the
respective prospectus.

APPENDIX
- --------------------------------------------------------------------------------

STANDARD & POOR'S RATINGS GROUP CORPORATE BOND RATING DEFINITIONS

AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's Ratings
Group. 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.

MOODY'S INVESTORS SERVICE, INC. CORPORATE BOND RATING DEFINITIONS

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.

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.

STANDARD & POOR'S RATINGS GROUP COMMERCIAL PAPER RATING DEFINITIONS

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 RATING DEFINITIONS

.Leading market positions in well established industries.

.High rates of return on funds employed.

.Conservative capitalization structures with moderate reliance on debt and ample
asset protection.

.Broad margins in earnings coverage of fixed financial markets and assured
sources of alternate liquidity.

.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 alternative liquidity is
maintained.

G00850-17 (2/95) 1

FIRST UNION VALUE PORTFOLIO
A PORTFOLIO OF FIRST UNION FUNDS
Y SHARES
CLASS A INVESTMENT SHARES
CLASS B INVESTMENT SHARES
CLASS C INVESTMENT SHARES
COMBINED STATEMENT OF ADDITIONAL INFORMATION

This Combined Statement of Additional Information should be read with
the respective prospectus of
Y Shares, Class A Investment Shares, Class B Investment Shares, or
Class C Investment Shares for First Union Value Portfolio, dated
February 28, 1995. This Statement is not a prospectus itself. To
receive a copy of the Y Shares' prospectus, write First Union National
Bank of North Carolina, Capital Management Group, 1200 Two First Union
Center, Charlotte, North Carolina 28288-1156 or call 1-800-326-2584.
To receive a copy of the Class A Investment Shares', Class B
Investment Shares' or Class C Investment Shares' prospectus, write
First Union Brokerage Services, Inc., One First Union Center, 301 S.
College Street, Charlotte, North Carolina 28288-1173 or call
1-800-326-3241.

FEDERATED INVESTORS TOWER
PITTSBURGH, PENNSYLVANIA 15222-3779

Statement dated February 28, 1995

[LOGO] FEDERATED SECURITIES CORP.
---------------------------------------------------------
Distributor
A subsidiary of FEDERATED INVESTORS

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

GENERAL INFORMATION ABOUT THE FUND 1
- ---------------------------------------------------------------

INVESTMENT OBJECTIVE AND POLICIES 1
- ---------------------------------------------------------------

Types of Investments 1
When-Issued and Delayed Delivery
Transactions 2
Lending of Portfolio Securities 2
Reverse Repurchase Agreements 2
Options and Futures Transactions 2
Portfolio Turnover 3
Investment Limitations 3

FIRST UNION FUNDS MANAGEMENT 5
- ---------------------------------------------------------------

Officers and Trustees 5
Fund Ownership 7
Trustees Compensation 7
Trustee Liability 7

INVESTMENT ADVISORY SERVICES 7
- ---------------------------------------------------------------

Adviser to the Fund 7
Advisory Fees 8

BROKERAGE TRANSACTIONS 8
- ---------------------------------------------------------------

ADMINISTRATIVE SERVICES 8
- ---------------------------------------------------------------

PURCHASING SHARES 9
- ---------------------------------------------------------------

Distribution Plans (Class A, Class B and Class C
Investment Shares) 10
Shareholder Services Plan 10

DETERMINING NET ASSET VALUE 10
- ---------------------------------------------------------------

Determining Market Value of Securities 10

REDEEMING SHARES 11
- ---------------------------------------------------------------

Redemption in Kind 11

TAX STATUS 11
- ---------------------------------------------------------------

The Fund's Tax Status 11
Shareholders' Tax Status 11

TOTAL RETURN 12
- ---------------------------------------------------------------

YIELD 12
- ---------------------------------------------------------------

PERFORMANCE COMPARISONS 12
- ---------------------------------------------------------------

FINANCIAL STATEMENTS 13
- ---------------------------------------------------------------

GENERAL INFORMATION ABOUT THE FUND
- --------------------------------------------------------------------------------

First Union Value Portfolio (the "Fund") is a portfolio of First Union Funds
(the "Trust"). The Trust was established as a Massachusetts business trust under
a Declaration of Trust dated August 30, 1984. On January 4, 1993, the name of
the Trust was changed from "The Salem Funds" to "First Union Funds." In
addition, the name of the Fund was changed from "The Salem Growth Portfolio" to
"The Salem Value Portfolio" on December 19, 1991.

INVESTMENT OBJECTIVE AND POLICIES
- --------------------------------------------------------------------------------

The Fund's primary investment objective is long-term capital growth. Current
income is a secondary objective. The Fund pursues these investment objectives by
investing primarily in equity securities of companies with prospects for growth
in earnings and dividends. The investment objectives cannot be changed without
approval of shareholders.

TYPES OF INVESTMENTS

The Fund may invest in common stocks, preferred stocks, corporate bonds,
debentures, notes, warrants, and put options on stocks.

CORPORATE DEBT SECURITIES

Corporate debt securities may bear fixed, fixed and contingent, or
variable rates of interest. They may involve equity features such as
conversion or exchange rights, warrants for the acquisition of common
stock of the same or a different issuer, participations based on
revenues, sales, or profits, or the purchase of common stock in a unit
transaction (where corporate debt securities and common stock are offered
as a unit).

RESTRICTED SECURITIES

The Fund expects that any restricted securities would be acquired either
from institutional investors who originally acquired the securities in
private placements or directly from the issuers of the securities in
private placements. Restricted securities and securities that are not
readily marketable may sell at a discount from the price they would bring
if freely marketable.

MONEY MARKET INSTRUMENTS

The Fund may invest in the following money market instruments:

instruments of domestic banks and savings and loans if they have
capital, surplus, and undivided profits of over $100,000,000, or if the
principal amount of the instrument is insured in full by the Bank
Insurance Fund ("BIF"), or the Savings Association Insurance Fund
("SAIF"), both of which are administered by the Federal Deposit
Insurance Corporation ("FDIC"); and

prime commercial paper (rated A-1 by Standard & Poor's Ratings Group, or
Prime-1 by Moody's Investors Service, Inc.).

U.S. GOVERNMENT OBLIGATIONS

the discretionary authority of the U.S. government to purchase certain
obligations of agencies or
instrumentalities; or

the credit of the agency or instrumentality issuing the obligations.

Examples of agencies and instrumentalities which may not always receive
financial support from the U.S. government are:

Farm Credit System, including the National Bank for Cooperatives, Farm
Credit Banks and Banks for Cooperatives;

Farmers Home Administration;

Federal Home Loan Banks;

Federal Home Loan Mortgage Corporation;

Federal National Mortgage Association;

Government National Mortgage Association; and

Student Loan Marketing Association.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

These transactions are made to secure what is considered to be an advantageous
price or yield of 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.

LENDING OF PORTFOLIO SECURITIES

REVERSE REPURCHASE AGREEMENTS

OPTIONS AND FUTURES TRANSACTIONS

PURCHASING PUT AND CALL OPTIONS ON FINANCIAL FUTURES CONTRACTS

The Fund may purchase put and call options on financial futures contracts
for U.S. government securities. Unlike entering directly into a futures
contract, which requires the purchaser to buy a financial instrument on a
set date at an undetermined price, the purchase of a put option on a
futures contract entitles (but does not obligate) its purchaser to decide
on or before a future date whether to assume a short position at the
specified price.

The Fund would purchase put options on futures to protect portfolio
securities against decreases in value resulting from an anticipated
increase in market interest rates. Generally, if the hedged portfolio
securities decrease in value during the term of an option, the related
futures contracts will also decrease in value and the put option will
increase in value. In such an event, the Fund will normally close out its
option by selling an identical put option. If the hedge is successful,
the proceeds received by the Fund upon the sale of the put option will be
large enough to offset both the premium paid by the Fund for the put
option plus the realized decrease in value of the hedged securities.

- --------------------------------------------------------------------------------

PURCHASING OPTIONS

The Fund currently does not intend to invest more than 5% of its net
assets in options transactions.

The Fund may not purchase or sell futures contracts or related options if
immediately thereafter the sum of the amount of margin deposits on the Fund's
existing futures positions and premiums paid for related options would exceed 5%
of the market value of the Fund's total assets. When the Fund purchases futures
contracts, an amount of cash and cash equivalents, equal to the underlying
commodity value of the futures contracts (less any related margin deposits),
will be deposited in a segregated account with the Fund's custodian (or the
broker, if legally permitted) to collateralize the position and thereby insure
that the use of such futures contracts is unleveraged.

PORTFOLIO TURNOVER

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 transactions.

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 as a temporary
measure for extraordinary or emergency purposes and then only in amounts
not in excess of 10% 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 additional investments are made. The
Fund will not purchase any securities while borrowings in excess of 5% of
the value of its total assets are outstanding.

The Fund will not borrow money or engage in reverse repurchase agreements
for investment leverage purposes.

CONCENTRATION OF INVESTMENTS

The Fund will not purchase securities if, as a result of such purchase,
25% or more of the value of its total assets would be invested in any one
industry.

However, 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.

INVESTING IN COMMODITIES

RESTRICTED SECURITIES

The Fund will not invest more than 10% of the value of its net assets in
securities subject to restrictions on resale under federal securities
laws.

PURCHASING MORE THAN 10% OF ANY ISSUER

The Fund will not purchase more than 10% of any class of outstanding
voting securities of any issuer.

INVESTING TO EXERCISE CONTROL

The Fund will not purchase securities for the purpose of exercising
control over the issuer of securities.

LENDING CASH OR SECURITIES

The Fund will not lend any of its assets except that it may purchase or
hold corporate or government 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 objectives and policies or the Declaration of Trust, or lend
portfolio securities valued at not more than 5% of its total assets to
broker/dealers.

UNDERWRITING

PLEDGING ASSETS

INVESTING IN REAL ESTATE

The Fund will not buy or sell real estate, including limited partnership
interests in real estate, although it may invest in securities of
companies whose business involved the purchase or sale of real estate or
in securities which are secured by real estate or interests in real
estate.

DIVERSIFICATION OF INVESTMENTS

With respect to 75% of the value of its assets, the Fund will not
purchase the securities of any issuer (other than cash, cash items, or
securities issued or guaranteed by U.S. government, its agencies, or
instrumentalities) if, as a result, more than 5% of the value of its
total assets would be invested in the securities of that issuer.

ACQUIRING SECURITIES

The Fund will not purchase more than 10% of the voting securities of any
one issuer.

INVESTING IN MINERALS

The Fund will not purchase interests in oil, gas, other mineral
exploration or development programs, or leases, although it may purchase
the publicly traded securities of companies engaging in such activities.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

The above investment limitations cannot be changed without shareholder approval.
The following limitation, however, may be changed by the Board of Trustees (the
"Trustees") without shareholder approval. Shareholders will be notified before
any material changes in these limitations become effective.

INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF
THE TRUST

INVESTING IN NEW ISSUERS

The Fund will not invest more than 5% of its total assets in securities
of unseasoned issuers, including their predecessors, that have been in
operation for less than three years.

INVESTING IN WARRANTS

In addition, the Fund does not expect to invest more than 5% of its net assets
in the securities of other investment companies during the coming year.

FIRST UNION FUNDS MANAGEMENT
- --------------------------------------------------------------------------------

OFFICERS AND TRUSTEES

James S. Howell
4124 Crossgate Road
Charlotte, NC

Birthdate: August 13, 1924

Chairman and Trustee

Retired Vice President of Lance Inc. (food manufacturing).
- --------------------------------------------------------------------------------

Gerald M. McDonnell
821 Regency Drive
Charlotte, NC

Birthdate: July 14, 1939

Trustee

Thomas L. McVerry
4419 Parview Drive
Charlotte, NC

Birthdate: August 2, 1938

Trustee

William Walt Pettit*
Carillon Building
Suite 2170
227 West Trade Street
Charlotte, NC

Birthdate: August 26, 1955

Trustee

Principal in the law firm Holcomb and Pettit, P.A. (since 1988); formerly with
Clontz and Clontz (1980-1988).
- --------------------------------------------------------------------------------

Russell A. Salton, III, M.D.
Primary PhysicianCare
1515 Mockingbird Lane
Park Seneca Building
Suite 312
Charlotte, NC

Birthdate: June 2, 1947

Trustee

Michael S. Scofield
212 S. Tryon Street
Suite 980
Charlotte, NC

Birthdate: February 20, 1943

Trustee

Attorney; formerly, Partner with Wardlow, Knox, Knox, Freeman & Scofield
(attorneys) (1982-1986).
- --------------------------------------------------------------------------------

Edward C. Gonzales*
Federated Investors Tower
Pittsburgh, PA

Birthdate: October 22, 1930

President, Treasurer, and Trustee

Joseph S. Machi
Federated Investors Tower
Pittsburgh, PA

Birthdate: May 22, 1962

Vice President and Assistant Treasurer

Peter J. Germain
Federated Investors Tower
Pittsburgh, PA

Birthdate: September 3, 1959

Secretary

Senior Corporate Counsel, Federated Investors.
- --------------------------------------------------------------------------------

*These Trustees are each deemed to be an "interested person" of the Trust as
defined in the Investment Company Act of 1940.

FUND OWNERSHIP

Officers and Trustees own less than 1% of the Fund's outstanding Shares.

As of February 6, 1995, no shareholders of record owned 5% or more of the
outstanding Class A Investment Shares of the Fund.

As of February 6, 1995, no shareholders of record owned 5% or more of the
outstanding Class B Investment Shares of the Fund.

As of February 6, 1995, First Union Brokerage Service, for the exclusive benefit
of: Benjamin Hamuy of Coral Springs Florida, was the owner of record of
approximately 5,992 shares (19.64%); William H. Smith of Evans, Georgia, was the
owner of record of approximately 1,807 shares (5.92%); and C. Wilson
Construction Company, Profit Sharing Plan, Bartow, Florida, was the owner of
record of approximately 4,262 shares (13.97%) of Value Fund-Class C Investment
Shares. First Union National Bank of Florida, for the exclusive benefit of St.
Elmo Dowling IRA, Winter Garden, Florida, was the owner of record of
approximately 1,698 shares (5.57%) of Value Fund-Class C Investment Shares.

TRUSTEES COMPENSATION

<TABLE>
<CAPTION>
AGGREGATE
NAME, POSITION COMPENSATION
WITH TRUST FROM TRUST*+
<S> <C>
James S. Howell,
Chairman and Trustee $14,900

Edward C. Gonzales, President,
Treasurer and Trustee $0

Gerald M. McDonnell, Trustee $11,900

Thomas L. McVerry, Trustee $11,900

William Walt Pettit, Trustee $11,900

Russell A. Salton, III, M.D., Trustee $11,900

Michael S. Scofield, Trustee $11,700
</TABLE>

*Information is furnished for the fiscal year ended December 31, 1994. The Trust
is the only investment company in the Fund Complex.

+The aggregate compensation is provided for the Trust which is comprised of
seventeen portfolios.

TRUSTEE LIABILITY

INVESTMENT ADVISORY SERVICES
- --------------------------------------------------------------------------------

ADVISER TO THE FUND

ADVISORY FEES

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

For the fiscal years ended December 31, 1994, 1993, and 1992, the Adviser earned
advisory fees of $3,850,673, $3,016,457, and $2,208,618, respectively.

STATE EXPENSE LIMITATIONS

This arrangement is not part of the advisory contract and may be amended
or rescinded in the future.

BROKERAGE TRANSACTIONS
- --------------------------------------------------------------------------------

The Adviser may select brokers and dealers who offer brokerage and research
services. These services may be furnished directly to the Fund or to the 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.

For the fiscal years ended December 31, 1994, 1993, and 1992, the Fund paid
$1,437,338, $894,400, and $642,338, respectively, in commissions on brokerage
transactions.

ADMINISTRATIVE SERVICES
- --------------------------------------------------------------------------------

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

For the fiscal years ended December 31, 1994, 1993, and 1992, the Fund incurred
$649,487, $526,836, and $407,134 in administrative service costs, of which
$17,263, were voluntarily waived in 1992.

PURCHASING SHARES
- --------------------------------------------------------------------------------

REDUCING THE SALES CHARGE

The sales charge can be reduced on the purchase of Class A Investment
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

LETTER OF INTENT

REINVESTMENT PRIVILEGE

CONCURRENT PURCHASES

- --------------------------------------------------------------------------------

DISTRIBUTION PLANS (CLASS A, CLASS B AND CLASS C INVESTMENT SHARES)

With respect to the Class A, Class B and Class C Investment Shares classes of
the Fund, the Trust has adopted distribution plans (the "Plans") pursuant to
Rule 12b-1 which was promulgated by the Securities and Exchange Commission
("SEC") pursuant to the Investment Company Act of 1940. The Plans permit the
payment of fees to brokers for distribution and administrative services and to
administrators for administrative services as to Class A, Class B and Class C
Investment Shares. The Plans are designed to (i) stimulate brokers to provide
distribution and administrative support services to the Fund and holders of
Class A, Class B and Class C Investment Shares and (ii) stimulate administrators
to render administrative support services to the Fund and holders of Class A,
Class B and Class C Investment Shares. The administrative services are provided
by a representative who has knowledge of the shareholder's particular
circumstances and goals, and include, but are not limited to: providing office
space, equipment, telephone facilities, and various personnel including
clerical, supervisory, and computer, 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 regarding Class A, Class B and Class C
Investment Shares; assisting clients in changing dividend options, account
designations, and addresses; and providing such other services as the Fund
reasonably requests for its Class A, Class B and Class C Investment Shares.

Although state securities laws differ, administrators in some states may be
required to register as brokers and dealers pursuant to state law.

For the fiscal year ended December 31, 1994, the Fund incurred $473,347, in
distribution services fees on behalf of Class A Investment Shares.

For the fiscal year ended December 31, 1994, the Fund incurred $621,330 in
distribution services fees on behalf of Class B Investment Shares.

For the period from September 2, 1994 (commencement of operations) to December
31, 1994, the Fund incurred $716 in distribution services fees on behalf of
Class C Investment Shares.

ADMINISTRATIVE ARRANGEMENTS

SHAREHOLDER SERVICES PLAN

For the period ended December 31, 1994, the Fund incurred shareholder services
fees of $83,225 and $239 on behalf of Class B Investment Shares and Class C
Investment Shares, respectively.

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

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

DETERMINING MARKET VALUE OF SECURITIES

The market values of the Fund's portfolio securities, other than options, are
determined as follows:

.according to the last sale price on a national securities exchange, if
available;

.for unlisted equity securities, the latest bid prices; or

Prices provided by independent pricing services may be determined without
relying exclusively on quoted prices. Pricing services may consider:

.yield;

.quality;

.coupon rate;

.maturity;

.type of issue;

.trading characteristics; and

.other market data.

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

REDEMPTION IN KIND

TAX STATUS
- --------------------------------------------------------------------------------

THE FUND'S TAX STATUS

.derive at least 90% of its gross income from dividends, interest, and gains
from the sale of securities;

.derive less than 30% of its gross income from the sale of securities held less
than three months;

.invest in securities within certain statutory limits; and

.distribute to its shareholders at least 90% of its net income earned during the
year.

SHAREHOLDERS' TAX STATUS

Shareholders are subject to federal income tax on dividends and capital gains
received as cash or additional Shares.

CAPITAL GAINS

Shareholders will pay federal income tax at capital gains rates on
long-term capital gains distributed to them regardless of how long they
have held the Shares.

TOTAL RETURN
- --------------------------------------------------------------------------------

The Fund's average annual total returns for Y Shares for the one-year period
ended December 31, 1994 and for the period from December 31, 1990, (start of
performance) to December 31, 1994 were 2.07% and 11.06%, respectively.

The Fund's average annual total returns for Class A Investment Shares for the
one-year and five-year periods ended December 31, 1994 and for the period from
April 12, 1985 (start of performance) to December 31, 1994 were (2.98%), 6.71%,
and 11.06%, respectively.

The Fund's cumulative total return for Class C Investment Shares for the period
from September 2, 1994 (start of performance) to December 31, 1994 was (4.40%).

Cumulative total returns reflects the Class C Investment Shares' total
performance over a specific period of time. This total return assumes and is
reduced by the payment of the maximum sales load and any contingent deferred
sales charge, if applicable. The Class C Investment Shares' total return is
representative of only four months of investment activity since the start of
performance.

YIELD
- --------------------------------------------------------------------------------

The Fund's yield for Y Shares for the thirty-day period ended December 31, 1994
was 3.45%.

The Fund's yield for Class A Investment Shares for the thirty-day period ended
December 31, 1994 was 3.04%.

The Fund's yield for Class B Investment Shares for the thirty-day period ended
December 31, 1994 was 2.42%.

The Fund's yield for Class C Investment Shares for the thirty-day period ended
December 31, 1994 was 2.42%.

The yield for all classes of shares of the Fund is determined by dividing the
net investment income per share (as defined by the SEC) earned by any class of
Shares over a thirty-day period by the maximum offering price per share of any
class on the last day of the period. This value is then 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 twelve-month
period and is reinvested every six months. The yield does not necessarily
reflect income actually earned by any class because of certain adjustments
required by the SEC and, therefore, may not correlate to the dividends or other
distributions paid to shareholders.

PERFORMANCE COMPARISONS
- --------------------------------------------------------------------------------

The performance of all classes of Shares depends upon such variables as:

.portfolio quality;

.average portfolio maturity;

.type of instruments in which the portfolio is invested;

.changes in interest rates and market value of portfolio securities;

.changes in the Fund's or any class of Shares' expenses; and

.various other factors.

.LIPPER ANALYTICAL SERVICES, INC. ("LIPPER"), an independent mutual fund rating
service, ranks funds in various fund categories by making comparative
calculations using total return. Total return assumes the reinvestment of all
capital gains distributions and income dividends and takes into account any
change in net asset value over a specified period of time. From time to time,
the Fund will quote its Lipper ranking in the "growth funds" category in
advertising and sales literature.

.LIPPER GROWTH FUND AVERAGE is an average of the total returns for 251 growth
funds tracked by Lipper Analytical Services, Inc., an independent mutual fund
rating service.

.LIPPER GROWTH FUND INDEX is an average of the net asset-valuated total returns
for the top 30 growth funds tracked by Lipper Analytical Services, Inc., an
independent mutual fund rating service.

.DOW JONES INDUSTRIAL AVERAGE ("DJIA") is an unmanaged index representing share
prices of major industrial corporations, public utilities, and transportation
companies. Produced by the Dow Jones & Company, it is cited as a principal
indicator of market conditions.

.STANDARD & POOR'S DAILY STOCK PRICE INDEX OF 500 COMMON STOCKS, a composite
index of common stocks in industry, transportation, financial, and public
utility companies, can be used to compare to the total returns of funds whose
portfolios are invested primarily in common stocks. In addition, the Standard &
Poor's Index assumes reinvestments of all dividends paid by stocks listed on
its index. Taxes due on any of these distributions are not included, nor are
brokerage or other fees calculated in the Standard & Poor's figures.

Advertisements may quote performance information which does not reflect the
effect of the sales load or contingent deferred sales charge, if applicable.

FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

The financial statements for First Union Value Portfolio for the fiscal year
ended December 31, 1994, are incorporated herein by reference from the Growth
and Income Funds' Annual Report, dated December 31, 1994 (File Nos. 2-94560 and
811-4154). A copy of the Annual Report may be obtained without charge by
contacting the Fund at the address located on the inside back cover of the
respective prospectus.

G00850-27 (2/95)

PROSPECTUS

FIRST UNION TAX-FREE
FUNDS

Y SHARES

FEBRUARY 28, 1995

FIRST UNION
- --------------------------- TAX-FREE ---------------------------
- --------------------------- FUNDS ---------------------------

Portfolios of First Union Funds

Y SHARES
- -------------------------------------------------------------------------------
P R O S P E C T U S

February 28, 1995

First Union Funds (the "Trust") is a mutual fund with 17 portfolios, offering
a variety of investment opportunities. The Trust currently includes one
diversified and five non-diversified Tax-Free Funds, three diversified Growth
and Income Funds, three diversified Income Funds, two diversified Growth
Funds, and three diversified Money Market Funds. They are:

Growth and Income Funds
. First Union Balanced Portfolio;
. First Union Utility Portfolio; and
. First Union Value Portfolio.

Income Funds
. First Union Fixed Income Portfolio;
. First Union Managed Bond Portfolio; and
. First Union U.S. Government Portfolio;

Growth Funds
. First Union Emerging Markets Growth Portfolio; and
. First Union International Equity Portfolio.

Money Market Funds
. First Union Money Market Portfolio;
. First Union Tax Free Money Market Portfolio; and
. First Union Treasury Money Market Portfolio.

This prospectus provides you with information specific to the Y Shares of
First Union Tax-Free Funds. It concisely describes the information which you
should know before investing in Y Shares of any of the First Union Tax-Free
Funds. Please read this prospectus carefully and keep it for future reference.

You can find more detailed information about each First Union Tax-Free Fund in
its Statement of Additional Information dated February 28, 1995, filed with
the Securities and Exchange Commission and incorporated by reference into this
prospectus. The Statements are available free of charge by writing to First
Union Funds, Federated Investors Tower, Pittsburgh, PA 15222-3779 or by
calling 1-800-326-2584.

The Trust is sponsored and distributed by third parties independent of First
Union National Bank of North Carolina ("First Union").

For a description of the nature and limitations of municipal bond insurance,
see "Municipal Bond Insurance," page 15.
- -------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

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

Summary 2 How to Redeem Shares 24
- -------------------------------------- --------------------------------------
Summary of Fund Expenses 4 Management of First Union Funds 24
- -------------------------------------- --------------------------------------
Financial Highlights 6 Fees and Expenses 26
- -------------------------------------- --------------------------------------
Investment Objectives and Policies 12 Shareholder Rights and Privileges 27
- -------------------------------------- --------------------------------------
Other Investment Policies 16 Distributions and Taxes 29
- -------------------------------------- --------------------------------------
Shareholder Guide 21 Tax Information 29
- -------------------------------------- --------------------------------------
How to Buy Shares 22 Other Classes of Shares 33
- -------------------------------------- --------------------------------------
How to Convert Your Investment from Shareholder Reports 33
One First Union Fund to Another --------------------------------------
First Union Fund 23
- -------------------------------------- Addresses 36
--------------------------------------

- ------------------------ SUMMARY ------------------------
- ------------------------ ------------------------

DESCRIPTION OF THE TRUST

THE FUNDS AND OBJECTIVES

As of the date of this prospectus, Shares are offered in the following six Tax-
Free Funds:

. First Union Florida Municipal Bond Portfolio ("Florida Municipal Bond
Fund")--seeks current income exempt from federal regular income tax
consistent with preservation of capital. In addition, the Fund intends to
qualify as an investment exempt from the Florida state intangibles tax;

. First Union Georgia Municipal Bond Portfolio ("Georgia Municipal Bond
Fund")--seeks current income exempt from federal regular income tax and
Georgia state income tax, consistent with preservation of capital;

. First Union North Carolina Municipal Bond Portfolio ("North Carolina
Municipal Bond Fund")-- seeks current income exempt from federal regular
income tax and North Carolina state income tax, consistent with preservation
of capital. In addition, the Fund intends to qualify as an investment
substantially exempt from the North Carolina intangible personal property
tax;

. First Union South Carolina Municipal Bond Portfolio ("South Carolina
Municipal Bond Fund")-- seeks current income exempt from federal regular
income tax and South Carolina state income tax;

. First Union Virginia Municipal Bond Portfolio ("Virginia Municipal Bond
Fund")--seeks current income exempt from federal regular income tax and
Virginia state income tax, consistent with preservation of capital; and

. First Union High Grade Tax Free Portfolio ("High Grade Tax Free Fund")--
seeks to provide a high level of federally tax-free income that is
consistent with preservation of capital.

The First Union Florida, Georgia, North Carolina, South Carolina and Virginia
Municipal Bond Portfolios may be referred to herein as the "Single State
Municipal Bond Funds."

INVESTMENT MANAGEMENT

PURCHASING AND REDEEMING SHARES

For information on purchasing Y Shares of any of the Tax-Free Funds, please
refer to the Shareholder Guide section entitled "How to Buy Shares." Redemption
information may be found under "How to Redeem Shares."

<TABLE>
<CAPTION>
- -------------------------- SUMMARY OF --------------------------
- -------------------------- FUND EXPENSES --------------------------

FIRST UNION TAX-FREE FUNDS
Y SHARES

North South
Florida Georgia Carolina Carolina Virginia High Grade
Municipal Municipal Municipal Municipal Municipal Tax Free
Bond Fund Bond Fund Bond Fund Bond Fund Bond Fund Fund
--------- --------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Y Shares--
Shareholder Transaction Expenses

Maximum Sales Load Imposed on Pur-
chases
(as a percentage of offering
price)........................... None None None None None None
Maximum Sales Load Imposed on
Reinvested Dividends (as a per-
centage
of offering price)............... None None None None None None
Contingent Deferred Sales Charge
(as a
percentage of original purchase
price or
redemption proceeds, as applica-
ble)............................. None None None None None None
Redemption Fee (as a percentage of
amount redeemed, if applicable).. None None None None None None
Exchange Fee...................... None None None None None None

Annual Y Shares Operating Expenses
(As a percentage of average net
assets)
Management Fee (after waiver) (1). 0.01% 0.00% 0.19% 0.00% 0.00% 0.50%
12b-1 Fees........................ None None None None None None
Total Other Expenses (after waiver
and
reimbursement) (2)............... 0.48% 0.45% 0.44% 0.40% 0.50% 0.33%
Total Y Shares Operating
Expenses (3)................. 0.49% 0.45% 0.63% 0.40% 0.50% 0.83%
</TABLE>
(1) The management fees, except for the High Grade Tax Free Fund, have been
reduced to reflect the voluntary waivers by the Adviser. The Adviser may
terminate these voluntary waivers at any time at its sole discretion. The
maximum management fee for each Fund is 0.50%.

(2) Total Other Expenses for Florida, Georgia, North Carolina, South Carolina
and Virginia Municipal Bond Funds are expected to be 0.65%, 2.06%, 0.50%,
5.82% and 3.04%, respectively, absent the voluntary waivers by the
administrator and reimbursement of other operating expenses by the Adviser
for Georgia, South Carolina and Virginia Municipal Bond Funds. The
administrator and Adviser may terminate these waivers and reimbursements
at any time at their sole discretion.

(3) Florida, Georgia, North Carolina, South Carolina and Virginia Municipal
Bond Funds' and High Grade Tax Free Fund's Total Y Shares Annual Operating
Expenses were 0.39%, 0.31%, 0.59%, 0.00%, 0.28%, and 0.76%, respectively,
for the year ended December 31, 1994. Total Y Share Operating Expenses for
Florida, Georgia, North Carolina, South Carolina and Virginia Municipal
Bond Funds and High Grade Tax Free Fund absent the voluntary waiver of the
management fee and reimbursement of other operating expenses of Florida,
Georgia, North Carolina, South Carolina and Virginia Municipal Bond Funds
by the Adviser and the voluntary waiver of the administrative fee, except
for High Grade Tax Free Fund, by the administrator were 1.15%, 3.39%,
0.98%, 10.46%, 4.89% and 0.77%, respectively, for the year ended December
31, 1994. The Annual Y Shares Operating Expenses in the table above are
based on expenses expected during the fiscal year ending December 31,
1995. The Total Y Shares expected Operating Expenses for Florida, Georgia,
North Carolina, South Carolina and Virginia Municipal Bond Funds would be
1.15%, 2.56%, 1.00%, 6.32%, and 3.54%, respectively, absent the voluntary
waivers and reimbursements described above in notes 1 and 2.

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

(Continued) FIRST UNION TAX-FREE FUNDS
Y SHARES

EXAMPLE 1 year 3 years 5 years 10 years
- ------- ------ ------- ------- --------
You would pay the following expenses on a
$1,000 investment,
assuming (1) a 5% annual return and (2) re-
demption at the end
of each time period.
The Funds charge no redemption fees for Y
Shares.
Florida Municipal Bond Fund................. $ 5 $16 $27 $ 62
Georgia Municipal Bond Fund................. $ 5 $14 $25 $ 57
North Carolina Municipal Bond Fund.......... $ 6 $20 $35 $ 79
South Carolina Municipal Bond Fund.......... $ 4 $13 $22 $ 51
Virginia Municipal Bond Fund................ $ 5 $16 $28 $ 63
High Grade Tax Free Fund.................... $ 8 $26 $46 $103

The above example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.

The information set forth in the foregoing table and example relates only to Y
Shares of the Funds. The Funds also offer two additional classes of shares
called Class A Shares and Class B Shares. In general, all expenses are
allocated based upon the daily net assets of each class. Class A Shares and
Class B Shares are subject to certain of the same expenses as Y Shares.
However, Class A Shares are subject to a 12b-1 fee of 0.25 of 1% and Class B
Shares are subject to a 12b-1 fee of 0.75 of 1% and a shareholder service fee
of 0.25 of 1%. In addition, Class A Shares bear a maximum front-end sales load
of 4.75% and Class B Shares bear a maximum contingent deferred sales charge of
5.00%. See "Other Classes of Shares."

- ------------------------ FINANCIAL HIGHLIGHTS ------------------------
- ------------------------ ------------------------

First Union Florida Municipal Bond Portfolio

(For a share outstanding throughout each period)

Class A Class B
Investment Investment
Y Shares Shares Shares
------------ --------------- -----------------
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
------------ --------------- -----------------
1994*** 1994 1993* 1994 1993**
- ------------------------ ------------ ------ ------ ------- -------
<S> <C> <C> <C> <C> <C>
Net asset value, begin-
ning of period $ 9.99 $10.34 $10.00 $10.34 $10.00
- ------------------------
Income from investment
operations
- ------------------------
Net investment income 0.42 0.49 0.22 0.43 0.20
- ------------------------
Net realized and
unrealized gain (loss)
on investments (1.07) (1.42) 0.34 (1.42) 0.34
- ------------------------ ------ ------ ------ ------ ------
Total from investment
operations (0.65) (0.93) 0.56 (0.99) 0.54
- ------------------------
Less distributions
- ------------------------
Dividends to sharehold-
ers from net investment
income (0.42) (0.49) (0.22) (0.43) (0.20)
- ------------------------ ------ ------ ------ ------ ------
Net asset value, end of
period $ 8.92 $ 8.92 $10.34 $ 8.92 $10.34
- ------------------------ ------ ------ ------ ------ ------
Total return+ (6.54%) (9.14%) 5.63% (9.66%) 5.40%
- ------------------------
Ratios to Average Net
Assets
- ------------------------
Expenses 0.39%(b) 0.64% 0.25%(b) 1.22% 0.75%(b)
- ------------------------
Net investment income 5.54%(b) 5.19% 4.92%(b) 4.61% 4.46%(b)
- ------------------------
Expense
waiver/reimbursement
(a) 0.76%(b) 0.76% 1.58%(b) 0.76% 1.58%(b)
- ------------------------
Supplemental Data
- ------------------------
Net assets, end of pe-
riod (000 omitted) $1,764 $8,689 $8,110 $24,756 $18,383
- ------------------------
Portfolio turnover rate 72% 72% 3% 72% 3%
- ------------------------
</TABLE>

* Reflects operations for the period from July 6, 1993 (commencement of
operations) to December 31, 1993.

** Reflects operations for the period from July 2, 1993 (commencement of
operations) to December 31, 1993.

*** Reflects operations for the period from February 28, 1994 (commencement of
operations) to December 31, 1994.

+ Based on net asset value, which does not reflect the sales load or
contingent deferred sales charge, if applicable.

(a) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.

(b) Computed on an annualized basis.

Further information about the Fund's performance is contained in the Tax-Free
Funds' Annual Report, for the fiscal year ended December 31, 1994, which can be
obtained free of charge.

- ------------------------ FINANCIAL HIGHLIGHTS ------------------------
- ------------------------ ------------------------

First Union Georgia Municipal Bond Portfolio

(For a share outstanding throughout each period)

<TABLE>
<CAPTION>
Class A Class B
Investment Investment
Y Shares Shares Shares
------------ ---------------- ----------------
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
------------ ---------------- ----------------
1994* 1994 1993** 1994 1993**
- ------------------------ ------------ ------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
Net asset value, begin-
ning of period $ 9.83 $10.19 $10.00 $10.19 $10.00
- ------------------------
Income from investment
operations
- ------------------------
Net investment income 0.42 0.48 0.201 0.43 0.179
- ------------------------
Net realized and
unrealized gain (loss)
on investments (1.09) (1.45) 0.193 (1.45) 0.193
- ------------------------ ------ ------ ------- ------ -------
Total from investment
operations (0.67) (0.97) 0.394 (1.02) 0.372
- ------------------------
Less distributions
- ------------------------
Dividends to sharehold-
ers from net investment
income (0.42) (0.48) (0.201) (0.43) (0.179)
- ------------------------
Distributions to share-
holders from net real-
ized gain on
investment transactions -- -- (0.003) -- (0.003)
- ------------------------ ------ ------ ------- ------ -------
Total distributions (0.42) (0.48) (0.204) (0.43) (0.182)
- ------------------------ ------ ------ ------- ------ -------
Net asset value, end of
period $ 8.74 $ 8.74 $10.19 $ 8.74 $10.19
- ------------------------ ------ ------ ------- ------ -------
Total return+ (6.87%) (9.64%) 3.96% (10.15%) 3.74%
- ------------------------
Ratios to Average Net
Assets
- ------------------------
Expenses 0.31%(b) 0.53% 0.25%(b) 1.13% 0.75%(b)
- ------------------------
Net investment income 5.68%(b) 5.26% 4.71%(b) 4.66% 4.15%(b)
- ------------------------
Expense
waiver/reimbursement
(a) 3.08%(b) 3.08% 6.57%(b) 3.08% 6.57%(b)
- ------------------------
Supplemental Data
- ------------------------
Net assets, end of pe-
riod (000 omitted) $284 $1,387 $817 $6,912 $3,692
- ------------------------
Portfolio turnover rate 147% 147% 15% 147% 15%
- ------------------------
</TABLE>

* Reflects operations for the period from February 28, 1994 (commencement of
operations) to December 31, 1994.

** Reflects operations for the period from July 2, 1993 (commencement of
operations) to December 31, 1993.

+ Based on net asset value, which does not reflect the sales load or
contingent deferred sales charge, if applicable.

(a) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.

(b) Computed on an annualized basis.

Further information about the Fund's performance is contained in the Tax-Free
Funds' Annual Report for the fiscal year ended December 31, 1994, which can be
obtained free of charge.

- ------------------------ FINANCIAL HIGHLIGHTS ------------------------
- ------------------------ ------------------------

First Union North Carolina Municipal Bond Portfolio

(For a share outstanding throughout each period)

<TABLE>
<CAPTION>
Class A Class B
Y Investment Investment
Shares Shares Shares
------------ ---------------- -----------------
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
------------ ---------------- -----------------
1994* 1994 1993** 1994 1993**
- ------------------------ ------------ ------ ------- ------- -------
<S> <C> <C> <C> <C> <C>
Net asset value, begin-
ning of period $10.31 $10.61 $10.00 $10.61 $10.00
- ------------------------
Income from investment
operations
- ------------------------
Net investment income 0.43 0.49 0.46 0.44 0.42
- ------------------------
Net realized and
unrealized gain (loss)
on investments (1.15) (1.45) 0.64 (1.45) 0.64
- ------------------------ ------ ------ ------ ------ ------
Total from investment
operations (0.72) (0.96) 1.10 (1.01) 1.06
- ------------------------
Less distributions
- ------------------------
Dividends to sharehold-
ers from net investment
income (0.43) (0.49) (0.46) (0.44) (0.42)
- ------------------------
Distributions to share-
holders from net real-
ized gain on
investment transactions -- -- (0.03) -- (0.03)
- ------------------------ ------ ------ ------ ------ ------
Total distributions (0.43) (0.49) (0.49) (0.44) (0.45)
- ------------------------ ------ ------ ------ ------ ------
Net asset value, end of
period $ 9.16 $ 9.16 $10.61 $ 9.16 $10.61
- ------------------------ ------ ------ ------ ------ ------
Total return+ (7.03%) (9.12%) 11.28% (9.64%) 10.80%
- ------------------------
Ratios to Average Net
Assets
- ------------------------
Expenses 0.59%(b) 0.79% 0.32%(b) 1.37% 0.79%(b)
- ------------------------
Net investment income 5.58%(b) 5.11% 4.91%(b) 4.53% 4.47%(b)
- ------------------------
Expense
waiver/reimbursement
(a) 0.39%(b) 0.39% 0.93%(b) 0.39% 0.95%(b)
- ------------------------
Supplemental Data
- ------------------------
Net assets, end of pe-
riod (000 omitted) $642 $7,979 $12,739 $44,616 $45,168
- ------------------------
Portfolio turnover rate 126% 126% 57% 126% 57%
- ------------------------
</TABLE>

* Reflects operations for the period from February 28, 1994 (commencement of
operations) to December 31, 1994.

** Reflects operations for the period from January 11, 1993 (commencement of
operations) to December 31, 1993.

+ Based on net asset value, which does not reflect the sales load or
contingent deferred sales charge, if applicable.

(a) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.

(b) Computed on an annualized basis.

Further information about the Fund's performance is contained in the Tax-Free
Funds' Annual Report for the fiscal year ended December 31, 1994, which can be
obtained free of charge.

- ------------------------ FINANCIAL HIGHLIGHTS ------------------------
- ------------------------ ------------------------

First Union South Carolina Municipal Bond Portfolio

(For a share outstanding throughout the period)

<TABLE>
<CAPTION>
Class A Class B
Investment Investment
Y Shares Shares Shares
------------ ------------ ------------
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1994* 1994** 1994**
- ------------------------------------ ------------ ------------ ------------
<S> <C> <C> <C>
Net asset value, beginning of period $9.74 $10.00 $10.00
- ------------------------------------
Income from investment operations
- ------------------------------------
Net investment income 0.43 0.46 0.41
- ------------------------------------
Net realized and unrealized gain
(loss) on investments (1.12) (1.38) (1.38)
- ------------------------------------ ------ ------ ------
Total from investment operations (0.69) (0.92) (0.97)
- ------------------------------------
Less distributions
- ------------------------------------
Dividends to shareholders from net
investment income (0.43) (0.46) (0.41)
- ------------------------------------ ------ ------ ------
Net asset value, end of period $ 8.62 $ 8.62 $ 8.62
- ------------------------------------ ------ ------ ------
Total return+ (7.14%) (9.32%) (9.83%)
- ------------------------------------
Ratios to Average Net Assets
- ------------------------------------
Expenses 0.00%(b) 0.25%(b) 0.87%(b)
- ------------------------------------
Net investment income 5.92%(b) 5.57%(b) 4.88%(b)
- ------------------------------------
Expense waiver/reimbursement (a) 10.46%(b) 10.46%(b) 10.46%(b)
- ------------------------------------
Supplemental Data
- ------------------------------------
Net assets, end of period (000
omitted) $92 $312 $2,456
- ------------------------------------
Portfolio turnover rate 23% 23% 23%
- ------------------------------------
</TABLE>
* Reflects operations for the period from February 28, 1994 (commencement of
operations) to December 31, 1994.

** Reflects operations for the period from January 3, 1994 (commencement of
operations) to December 31, 1994.

+ Based on net asset value, which does not reflect the sales load or
contingent deferred sales charge, if applicable.

(a) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above (Note 4).

(b) Computed on an annualized basis.

Further information about the Fund's performance is contained in the Tax-Free
Funds' Annual Report for the fiscal year ended December 31, 1994, which can be
obtained free of charge.

- ------------------------ FINANCIAL HIGHLIGHTS ------------------------
- ------------------------ ------------------------

First Union Virginia Municipal Bond Portfolio

(For a share outstanding throughout each period)

Class A Class B
Investment Investment
Y Shares Shares Shares
------------ --------------- ---------------
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
------------ --------------- ---------------
1994** 1994 1993* 1994 1993*
- ------------------------ ------------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Net asset value, begin-
ning of period $ 9.83 $10.19 $10.00 $10.19 $10.00
- ------------------------
Income from investment
operations
- ------------------------
Net investment income 0.41 0.47 0.20 0.42 0.17
- ------------------------
Net realized and
unrealized gain (loss)
on investments (0.98) (1.34) 0.19 (1.34) 0.19
- ------------------------ ------ ------ ------ ------ ------
Total from investment
operations (0.57) (0.87) 0.39 (0.92) 0.36
- ------------------------
Less distributions
- ------------------------
Dividends to sharehold-
ers from net investment
income (0.41) (0.47) (0.20) (0.42) (0.17)
- ------------------------ ------ ------ ------ ------ ------
Net asset value, end of
period $ 8.85 $ 8.85 $10.19 $ 8.85 $10.19
- ------------------------ ------ ------ ------ ------ ------
Total return+ (5.82%) (8.60%) 3.89% (9.13%) 3.66%
- ------------------------
Ratios to Average Net
Assets
- ------------------------
Expenses 0.28%(b) 0.53% 0.25%(b) 1.12% 0.75%(b)
- ------------------------
Net investment income 5.54%(b) 5.11% 4.64%(b) 4.54% 4.25%(b)
- ------------------------
Expense
waiver/reimbursement
(a) 4.61%(b) 4.61% 7.50%(b) 4.61% 7.50%(b)
- ------------------------
Supplemental Data
- ------------------------
Net assets, end of pe-
riod (000 omitted) $344 $1,606 $1,306 $3,817 $2,235
- ------------------------
Portfolio turnover rate 59% 59% 0% 59% 0%
- ------------------------
</TABLE>
* Reflects operations for the period from July 2, 1993 (commencement of
operations) to December 31, 1993.

** Reflects operations for the period from February 28, 1994 (commencement of
operations) to December 31, 1994.

+ Based on net asset value, which does not reflect the sales load or
contingent deferred sales charge, if applicable.

(a) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.

(b) Computed on an annualized basis.

Further information about the Fund's performance is contained in the Tax-Free
Funds' Annual Report for the fiscal year ended December 31, 1994, which can be
obtained free of charge.

- ------------------------ FINANCIAL HIGHLIGHTS ------------------------
- ------------------------ ------------------------

First Union High Grade Tax Free Portfolio

(For a share outstanding throughout each period)

Class B
Class A Investment
Y Shares Investment Shares Shares
------------ -------------------------- -----------------
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
------------ -------------------------- -----------------
1994* 1994 1993 1992** 1994 1993***
- ------------------------ ------------ ------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, begin-
ning of period $10.93 $11.16 $10.42 $10.00 $11.16 $10.42
- ------------------------
Income from investment
operations
- ------------------------
Net investment income 0.46 0.52 0.54 0.51 0.46 0.47
- ------------------------
Net realized and
unrealized gain (loss)
on
investments (1.14) (1.37) 0.81 0.42 (1.37) 0.81
- ------------------------ ------ ------ ------ ------ ------ ------
Total from investment
operations (0.68) (0.85) 1.35 0.93 (0.91) 1.28
- ------------------------
Less distributions
- ------------------------
Dividends to sharehold-
ers from net
investment income (0.46) (0.52) (0.54) (0.51) (0.46) (0.47)
- ------------------------
Distributions to share-
holders from net
realized gain on in-
vestment transactions -- -- (0.07) -- -- (0.07)
- ------------------------ ------ ------ ------ ------ ------ ------
Total distributions (0.46) (0.52) (0.61) (0.51) (0.46) (0.54)
- ------------------------ ------ ------ ------ ------ ------ ------
Net asset value, end of
period $ 9.79 $ 9.79 $11.16 $10.42 $ 9.79 $11.16
- ------------------------ ------ ------ ------ ------ ------ ------
Total return+ (6.31%) (7.71%) 13.25% 9.37% (8.24%) 12.41%
- ------------------------
Ratios to Average Net
Assets
- ------------------------
Expenses 0.76%(b) 1.01% 0.85% 0.49%(b) 1.58% 1.35%(b)
- ------------------------
Net investment income 5.46%(b) 5.04% 4.99% 5.79%(b) 4.47% 4.44%(b)
- ------------------------
Expense
waiver/reimbursement
(a) 0.01%(b) 0.01% 0.22% 0.62%(b) 0.01% 0.22%(b)
- ------------------------
Supplemental Data
- ------------------------
Net assets, end of pe-
riod (000 omitted) $4,318 $57,676 $101,352 $90,738 $32,435 $41,030
- ------------------------
Portfolio turnover rate 53% 53% 14% 7% 53% 14%
- ------------------------
</TABLE>
* Reflects operations for the period from February 28, 1994 (commencement of
operations) to December 31, 1994.

** Reflects operations for the period from February 21, 1992 (commencement of
operations) to December 31, 1992.

*** Reflects operations for the period from January 11, 1993 (commencement of
operations) to December 31, 1993.

+ Based on net asset value, which does not reflect the sales load or
contingent deferred sales charge, if applicable.

(a) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.

(b) Computed on an annualized basis.

Further information about the Fund's performance is contained in the Tax-Free
Funds' Annual Report for the fiscal year ended December 31, 1994, which can be
obtained free of charge.

- ------------------------ INVESTMENT ------------------------
- ------------------------ OBJECTIVES ------------------------
AND POLICIES

First Union Single State Municipal Bond Funds seek current income exempt from
federal regular income tax and, where applicable, state income taxes,
consistent with preservation of capital. The High Grade Tax Free Fund seeks a
high level of federally tax free income that is consistent with preservation
of capital. In addition, the Florida Municipal Bond Fund intends to qualify as
an investment exempt from the Florida state intangibles tax, and the North
Carolina Municipal Bond Fund intends to qualify as an investment substantially
exempt from the North Carolina intangible personal property tax.

Each Fund's investment objective cannot be changed without shareholder
approval. While there is no assurance that each objective will be achieved,
the Funds will endeavor to do so by following the investment policies detailed
below. Unless otherwise indicated, the investment policies of a Fund may be
changed by the Trust's Board of Trustees ("Trustees") without the approval of
shareholders. Shareholders will be notified before any material change in
these policies becomes effective.

DESCRIPTION OF THE FUNDS

Each Single State Municipal Bond Fund seeks current income which is exempt
from federal regular income tax and (where applicable) the designated state
income tax consistent with preservation of capital. The High Grade Tax Free
Fund seeks a high level of federally tax free income that is consistent with
preservation of capital. In addition, the Florida Municipal Bond Fund intends
to qualify as an investment exempt from the Florida state intangibles tax, and
the North Carolina Municipal Bond Fund intends to qualify as an investment
substantially exempt from the North Carolina intangible personal property tax.

As a matter of fundamental investment policy, each Single State Municipal Bond
Fund will normally invest its assets so that at least 80% of its annual
interest income is, or at least 80% of its net assets are invested in,
obligations which provide interest income which is exempt from federal regular
income taxes. The High Grade Tax Free Fund, as a matter of fundamental
investment policy, will normally invest its assets so that at least 80% of its
annual interest income is exempt from federal income taxes (including the
alternative minimum tax). The interest retains its tax free status when
distributed to the Fund's shareholders. In addition, at least 65% of the value
of each Single State Municipal Bond Fund's total assets will be invested in
municipal bonds of the particular state after which the Fund is named. At
least 65% of the value of the total assets of the High Grade Tax Free Fund
will be invested in high grade bonds. High grade bonds mean: bonds insured by
a municipal bond insurance company which is rated AAA by Standard and Poor's
Ratings Group ("S&P") and/or Aaa by Moody's Investors Service, Inc.
("Moody's"); bonds rated A or better by S&P or Moody's; or, if unrated, of
comparable quality as determined by the Adviser. The insurance guarantees the
timely payment of principal and interest, but not the value of the municipal
bonds or the shares of the Fund. See the section "Municipal Bond Insurance" in
this prospectus for further information. To qualify as an investment exempt
from the Florida state intangibles tax, the Florida Municipal Bond Fund's
portfolio must consist entirely of investments exempt from the Florida state
intangibles tax on the last business day of the calendar year.

TYPES OF INVESTMENTS

Free Fund seeks to achieve its investment policy by investing primarily in a
portfolio of high grade bonds. In addition, the Funds may invest in obligations
issued by or on behalf of any state, territory, or possession of the United
States, including the District of Columbia, or their political subdivisions or
agencies and instrumentalities, the interest from which is exempt from federal
(regular, if applicable) income tax. It is likely that shareholders who are
subject to the alternative minimum tax will be required to include interest
from a portion of the municipal securities owned by a Fund in calculating the
federal individual alternative minimum tax or the federal alternative minimum
tax for corporations.

The municipal bonds in which the Single State Municipal Bond Funds will invest
are subject to one or more of the following quality standards: rated Baa or
better by Moody's or BBB or better by S&P or, if unrated, determined by the
Adviser to be of comparable quality to such ratings; insured by a municipal
bond insurance company which is rated Aaa by Moody's or AAA by S&P; guaranteed
at the time of purchase by the U.S. government as to the payment of principal
and interest; or fully collateralized by an escrow of U.S. government
securities. Bonds rated BBB by S&P or Baa by Moody's have speculative
characteristics. Changes in economic conditions or other circumstances are more
likely to lead to weakened capacity to make principal and interest payments
than higher rated bonds. If any security owned by a Fund loses its rating or
has its rating reduced after the Fund has purchased it, the Fund is not
required to sell or otherwise dispose of the security, but may consider doing
so. If ratings made by Moody's or S&P change because of changes in those
organizations or their ratings systems, the Funds will try to use comparable
ratings as standards in accordance with the Funds' investment objectives. A
description of the rating categories is contained in the Appendix of the
Statement of Additional Information for each Fund.

Other types of investments include:

participation interests in any of the above obligations. (Participation
interests may be purchased from financial institutions such as commercial
banks, savings and loan associations and insurance companies, and give a
Fund an undivided interest in particular municipal securities);

variable rate municipal securities. (Variable rate securities offer
interest rates which are tied to a money market rate, usually a published
interest rate or interest rate index or the 91-day U.S. Treasury bill rate.
Many of these securities are subject to prepayment of principal on demand
by the Fund, usually in seven days or less); and

municipal leases issued by state and local governments or authorities to
finance the acquisition of equipment and facilities. The Fund may purchase
municipal securities in the form of participation interests which represent
undivided proportional interests in lease payments by a governmental or
non-profit entity. The lease payments and other rights under the lease
provide for and secure the payments on the certificates. Lease obligations
may be limited by municipal charter or the nature of the appropriation for
the lease. In particular, lease obligations may be subject to periodic
appropriation. If the entity does not appropriate funds for future lease
payments, the entity cannot be compelled to make such payments.
Furthermore, a lease may provide that the certificate trustee cannot
accelerate lease obligations upon default. The trustee would only be able
to enforce lease payments as they become due.

In the event of a default or failure of appropriation, it is unlikely that
the trustee would be able to obtain an acceptable substitute source of
payment or that the substitute source of payment would generate tax-exempt
income.

TEMPORARY INVESTMENTS

During periods when, in the Adviser's opinion, a temporary defensive position
in the market is appropriate, a Fund may temporarily invest in short-term tax-
exempt or taxable investments. These temporary investments include: notes
issued by or on behalf of municipal or corporate issuers; obligations issued or
guaranteed by the U.S. government, its agencies, or instrumentalities; other
debt securities; commercial paper; bank certificates of deposit; shares of
other investment companies; and repurchase agreements. There are no rating
requirements applicable to temporary investments. However, the Adviser will
limit temporary investments to those it considers to be of comparable quality
to the Fund's primary investments.

Although the Funds are permitted to make taxable, temporary investments, there
is no current intention of generating income subject to federal regular income
tax, where applicable. However, certain temporary investments will generate
income which is subject to state taxes.

The High Grade Tax Free Fund may also purchase instruments having variable
rates of interest. One example is variable amount demand master notes. These
notes represent a borrowing arrangement between a commercial paper issuer
(borrower) and an institutional lender, such as the Fund, and are payable upon
demand. The underlying amount of the loan may vary during the course of the
contract, as may the interest on the outstanding amount, depending on a stated
short-term interest rate index.

MUNICIPAL BONDS

Municipal bonds are debt obligations issued by the state or local entities to
support a government's general financial needs or special projects, such as
housing projects or sewer works. Municipal bonds include industrial development
bonds issued by or on behalf of public authorities to provide financing aid to
acquire sites or construct or equip facilities for privately or publicly owned
corporations.

The two principal classifications of municipal bonds are "general obligation"
and "revenue" bonds. General obligation bonds are secured by the issuer's
pledge of its full faith and credit and taxing power for the payment of
principal and interest. Revenue bonds are paid off only with the revenue
generated by the project financed by the bond or other specified sources of
revenue. For example, in the case of a bridge project, proceeds from the tolls
would go directly to retiring the bond issue. Thus, unlike general obligation
bonds, revenue bonds do not represent a pledge of credit or create any debt of
or charge against the general revenues of a municipality or public authority.

The High Grade Tax Free Fund may invest more than 25% of its total assets in
industrial development bonds as long as they are not from the same facility or
similar types of facilities.

RISK FACTORS

Bond yields are dependent on several factors including market conditions, the
size of an offering, the maturity of the bond, ratings of the bond and the
ability of issuers to meet their obligations. There is no limit on the maturity
of the bonds purchased by the Funds. Because the prices of bonds fluctuate
inversely in relation to the direction of interest rates, the prices of longer
term bonds fluctuate more widely in response to market interest rate changes. A
Fund's concentration in securities issued by its designated state and that
state's political subdivisions provides a greater level of risk than a fund
which is diversified across numerous states and municipal entities. An expanded
discussion of the risks associated with the purchase of the designated state's
municipal bonds is contained in the respective Statements of Additional
Information. Although the Funds will not purchase securities rated below BBB by
S&P or Baa by Moody's (i.e., junk bonds), the Funds are not required to dispose
of securities that have been downgraded subsequent to their purchase. If the
municipal obligations held by a Fund (because of adverse economic conditions in
a particular state, for example) are downgraded, the Fund's concentration in
securities of that state may cause the Fund to be subject to the risks inherent
in holding material amounts of low-rated debt securities in its portfolio.

MUNICIPAL BOND INSURANCE

The High Grade Tax Free Fund will require municipal bond insurance when
purchasing municipal securities which would not otherwise meet the Fund's
quality standards. The High Grade Tax Free Fund may also require insurance
when, in the opinion of the Adviser, such insurance would benefit the Fund (for
example, through improvement of portfolio quality or increased liquidity of
certain securities). The purpose of municipal bond insurance is to guarantee
the timely payment of principal at maturity and interest.

Securities in the High Grade Tax Free Fund's portfolio may be insured in one of
two ways: (1) by a policy applicable to a specific security, obtained by the
issuer of the security or by a third party ("Issuer-Obtained Insurance") or (2)
under master insurance policies issued by municipal bond insurers, purchased by
the Fund (the "Policies"). If a security's coverage is Issuer-Obtained, then
that security does not need to be covered in the Policies.

The High Grade Tax Free Fund may purchase Policies from Municipal Bond
Investors Assurance Corp., AMBAC Indemnity Corporation, and Financial Guaranty
Insurance Company, or any other municipal bond insurer which is rated Aaa by
Moody's or AAA by S&P. A more detailed description of these insurers may be
found in the High Grade Tax Free Fund's Statement of Additional Information.

Annual premiums for these Policies are paid by the Fund and are estimated to
range from 0.10% to 0.25% of the value of the municipal securities covered
under the Policies, with an average annual premium rate of approximately
0.175%. While the insurance feature reduces financial risk, the cost thereof
and the restrictions on investments imposed by the guidelines in the Policies
reduce the yield to shareholders.

- ------------------------ OTHER INVESTMENT ------------------------
- ------------------------ POLICIES ------------------------

The Funds have adopted the following practices for specific types of
investments.

REPURCHASE AGREEMENTS

The Funds may invest in repurchase agreements. Repurchase agreements are
agreements by which a Fund purchases a security (usually U.S. government
securities) for cash and obtains a simultaneous commitment from the seller
(usually a bank or broker/dealer) to repurchase the security at an agreed-upon
price and specified future date. The repurchase price reflects an agreed-upon
interest rate for the time period of the agreement. The Funds' risk is the
inability of the seller to pay the agreed-upon price on the delivery date.
However, this risk is tempered by the ability of the Funds to sell the security
in the open market in the case of a default. In such a case, the Funds may
incur costs in disposing of the security which would increase Fund expenses.
The Adviser will monitor the creditworthiness of the firms with which the Funds
enter into repurchase agreements.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

LENDING OF PORTFOLIO SECURITIES

In order to generate additional income, the Funds may lend their portfolio
securities on a short-term or long-term basis to broker/dealers, banks, or
other institutional borrowers of securities. The Funds will only enter into
loan arrangements with creditworthy borrowers 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. As a matter of fundamental investment policy
which cannot be changed without shareholder approval, the Funds will not lend
any of their assets except portfolio securities up to one-third (in the case of
the Single State Municipal Bond Funds) and 15% (in the case of the High Grade
Tax Free Fund) of the value of their total assets.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

Each Fund may invest in the securities of other investment companies. This is a
short-term measure to invest cash which has not yet been invested in other
portfolio instruments and is subject to the following limitations: (1) no Fund
will own more than 3% of the total outstanding voting stock of any one
investment company, (2) no Fund may invest more than 5% of its total assets in
any one investment company and (3) no Fund may invest more than 10% of its
total assets in investment companies in general. The Adviser will waive its
investment advisory fee on assets invested in securities of other open end
investment companies.

OPTIONS AND FUTURES

The Funds, with the exception of the High Grade Tax Free Fund, may engage in
options and futures transactions. Options and futures transactions are intended
to enable a Fund to manage market or interest rate risk, and the Funds do not
use these transactions for speculation or leverage.

a put option, the Funds might become obligated to purchase the underlying
securities for more than their current market price upon exercise.

A futures contract is a firm commitment by two parties: the seller, who agrees
to make delivery of the specific type of instrument called for in the contract
("going short"), and the buyer, who agrees to take delivery of the instrument
("going long") at a certain time in the future. Financial futures contracts
call for the delivery of particular debt instruments issued or guaranteed by
the U.S. Treasury or by specified agencies or instrumentalities of the U.S.
government. If a Fund would enter into financial futures contracts directly to
hedge its holdings of fixed income securities, it would enter into contracts to
deliver securities at an undetermined price (i.e., "go short") to protect
itself against the possibility that the prices of its fixed income securities
may decline during the Fund's anticipated holding period. A Fund would "go
long" (agree to purchase securities in the future at a predetermined price) to
hedge against a decline in market interest rates.

The Funds may also enter into financial futures contracts and write options on
such contracts. The Funds intend to enter into such contracts and related
options for hedging purposes. The Funds will enter into futures on securities
or index-based futures contracts in order to hedge against changes in interest
rates or securities prices. A futures contract on securities is an agreement to
buy or sell securities during a designated month at whatever price exists at
that time. A futures contract on a securities index does not involve the actual
delivery of securities, but merely requires the payment of a cash settlement
based on changes in the securities index. The Funds do not make payment or
deliver securities upon entering into a futures contract. Instead, they put
down a margin deposit, which is adjusted to reflect changes in the value of the
contract and which remains in effect until the contract is terminated.

The Funds may sell or purchase other financial futures contracts. When a
futures contract is sold by a Fund, the profit on the contract will tend to
rise when the value of the underlying securities declines and to fall when the
value of such securities increases. Thus, the Funds sell futures contracts in
order to offset a possible decline in the profit on their securities. If a
futures contract is purchased by a Fund, the value of the contract will tend to
rise when the value of the underlying securities increases and to fall when the
value of such securities declines.

RISK CHARACTERISTICS OF OPTIONS AND FUTURES

Although options and futures transactions are intended to enable the Funds to
manage market or interest rate risks, these investment devices can be highly
volatile, and the Funds' use of them can result in poorer performance (i.e.,
the Funds' return may be reduced). The Funds' attempt to use such investment
devices for hedging purposes may not be successful. Successful futures
strategies require the ability to predict future movements in securities
prices, interest rates and other economic factors. When the Funds use financial
futures contracts and options on financial futures contracts as hedging
devices, there is a risk that the prices of the securities subject to the
financial futures contracts and options on financial futures contracts may not
correlate perfectly with the prices of the securities in the Funds' portfolios.
This may cause the financial futures contract and any related options to react
to market changes differently than the portfolio securities. In addition, the
Adviser could be incorrect in its expectations and forecasts about the
direction or extent of market factors, such as interest rates, securities price
movements, and other economic factors. Even if the Adviser correctly predicts
interest rate movements, a hedge could be unsuccessful if changes in the value
of a Fund's futures position did not correspond to changes in the value of its
investments. In these events, the Funds may lose money on the financial futures
contracts or the options on financial futures contracts. It is not certain that
a secondary market for positions in financial futures contracts or for options
on financial futures contracts will exist at all times. Although the Adviser
will consider liquidity before entering into financial futures contracts or
options on financial futures contracts transactions, there is no assurance that
a liquid secondary market on an exchange will exist for any particular
financial futures contract or option on a financial futures contract at any
particular time. The Funds' ability to establish and close out financial
futures contracts and options on financial futures contract positions depends
on this secondary market. If a Fund is unable to close out its position due to
disruptions in the market or lack of liquidity, the Fund may lose money on the
futures contract or option, and the losses to the Fund could be significant.

The following investment limitations cannot be changed without shareholder
approval.

BORROWING MONEY

The Funds will not borrow money or pledge securities, except under certain
circumstances each Fund may borrow up to one-third of the value of its total
assets and pledge assets to secure such borrowings.

SELLING SHORT

The High Grade Tax Free Fund will not make short sales of securities, except in
certain circumstances.

RESTRICTED AND ILLIQUID SECURITIES

The High Grade Tax Free Fund will not invest more than 10% of its total assets
in securities subject to restrictions on resale under federal securities laws.
The High Grade Tax Free Fund will not invest more than 15% of its net assets in
illiquid securities, including repurchase agreements providing for settlement
in more than seven days after notice, and certain restricted securities not
determined by the Trustees to be liquid.

NON-DIVERSIFICATION

Each of the Single State Municipal Bond Funds is a non-diversified portfolio of
an investment company and as such, there is no limit on the percentage of
assets which can be invested in any single issuer. An investment in a Fund,
therefore, will entail greater risk than would exist in a diversified
investment company because the higher percentage of investments among fewer
issuers may result in greater fluctuation in the total market value of the
Fund's portfolio.

Each of the Single State Municipal Bond Funds intends to comply with Subchapter
M of the Internal Revenue Code which requires that at the end of each quarter
of each taxable year, with regard to at least 50% of the Fund's total assets,
no more than 5% of the total assets may be invested in the securities of a
single issuer and that with respect to the remainder of the Fund's total
assets, no more than 25% of its total assets are invested in the securities of
a single issuer.

The following investment limitations may be changed by the Trustees without
shareholder approval:

RESTRICTED AND ILLIQUID SECURITIES

The Single State Municipal Bond Funds may not invest more than 15% of their net
assets in securities which are subject to restrictions on resale under federal
securities law. Certain restricted securities which the Trustees deem to be
liquid will be excluded from this limitation.

The Single State Municipal Bond Funds will limit investments in illiquid
securities, including certain restricted securities or municipal leases 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 their net assets.

NEW ISSUERS

The Single State Municipal Bond Funds will not invest more than 5% of the value
of their total assets in securities of issuers (or guarantors, where
applicable) which have records of less than three years of continuous
operations, including the operation of any predecessor.

WARRANTS

The High Grade Tax Free Fund may not invest more than 5% of its net assets in
warrants. No more than 2% of this 5% may be in warrants which are not listed on
the New York or American Stock Exchanges.

- ------------------------ SHAREHOLDER GUIDE ------------------------
- ------------------------ ------------------------

SHARE PRICE CALCULATION

In the case of no-load Funds, the net asset value, the market price and the
offering price of Shares are all the same.

Purchases, redemptions, and exchanges are made at net asset value. The net
asset value is determined at 4:00 p.m. (Eastern time), Monday through Friday,
except on: (i) days on which there are not sufficient changes in the value of
a 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. The net asset value is computed by adding cash and
other assets to the closing market value of all securities owned, subtracting
liabilities and dividing the result by the number of outstanding Shares. The
net asset value will vary each day depending on purchases and redemptions.
Expenses and fees, including the management fee, are accrued daily and taken
into account for the purpose of determining net asset value.

The net asset value of Y Shares of a Fund may differ slightly from that of
Class A Shares and Class B Shares of the same Fund due to the variability in
daily net income resulting from different distribution charges and shareholder
services fees (in the case of Class B Shares) for each class of shares. The
net asset value for each Fund will fluctuate for all three classes.

PERFORMANCE INFORMATION

A Fund's performance may be quoted in terms of total return, yield, or tax
equivalent yield. Performance information is historical and is not intended to
indicate future results.

From time to time, the Funds may make available certain information about the
performance of Y Shares. It is generally reported using total return, yield,
and tax equivalent yield.

Yield shows how much income an investment generates. It refers to the Fund's
income over a 30-day period expressed as a percentage of the Fund's Share
price. The yields of Y Shares are calculated by dividing the sum of all
interest and dividend income (less Fund expenses) over a 30-day period by the
offering price per Share on the last day of the period. The number is then
annualized using semi-annual compounding.

Tax equivalent yield is calculated like the yield described above, except that
for any given tax bracket, net investment income will be calculated as the sum
of any taxable income and the tax exempt income divided by the difference
between 1 and the federal tax rates for taxpayers in that tax bracket.

The yield and tax equivalent yield do not necessarily reflect income actually
earned by Y Shares of the Funds and, therefore, may not correlate to the
dividends or other distributions paid to shareholders.

Total return, yield, and tax equivalent yield will be calculated separately for
Y Shares, Class A Shares, and Class B Shares of a Fund. Because Class A Shares
are subject to a Rule 12b-1 fee and Class B Shares are subject to a Rule 12b-1
fee and a shareholder services fee, the yield and tax equivalent yield will be
lower than that of Y Shares. The sales load applicable to Class A Shares also
contributes to a lower total return for Class A Shares. In addition, Class B
Shares are subject to similar non-recurring charges, such as the contingent
deferred sales charge ("CDSC"), which, if excluded, would increase the total
return for Class B Shares.

From time to time, a Fund may advertise its performance using certain rankings
published in financial publications and/or compare its performance to certain
indices.

- ------------------------ HOW TO BUY ------------------------
- ------------------------ SHARES ------------------------

Shares may be purchased at a price equal to their net asset value per Share
next determined after receipt of an order.

MINIMUM INVESTMENT

You may invest as often as you want in the Funds. There are no sales charges
imposed on Y Shares of the Funds. However, there is a $1,000 minimum initial
investment requirement which may be waived in certain situations. For further
information, please contact the Capital Management Group of First Union at 1-
800-326-2584. Subsequent investments may be in any amounts.

BY TELEPHONE

METHOD OF PAYMENT

Payment may be made by check or federal funds or by debiting your account at
First Union. Purchase orders must be received by 4:00 p.m. (Eastern time).
Payment is required on the next business day.

SHAREHOLDER ACCOUNTS

MINIMUM BALANCE

HOW TO CONVERT
YOUR INVESTMENT
- ------------------------ FROM ONE ------------------------
- ------------------------ FIRST UNION ------------------------
FUND TO ANOTHER
FIRST UNION FUND

As a shareholder, you have the privilege of exchanging your Shares for shares
of another First Union Fund.

As long as the First Union Fund in which you are invested will not be
adversely affected, you may switch among the First Union Funds within the
Trust. Before the exchange, you must call First Union at 1-800-326-2584 to
receive a prospectus for the First Union Fund into which you want to exchange.
Read the prospectus carefully. Each exchange represents the sale of shares of
one First Union Fund and the purchase of shares in another, which may produce
a gain or loss for tax purposes.

An exchange order must comply with the requirements for a redemption and
purchase order and must specify the dollar value or number of shares to be
exchanged. Once the order is received, the Shares already owned will be
redeemed at current net asset value and, shares of the other First Union Fund
will be purchased at their net asset value determined after the exchange
request is received. Orders for exchanges received by a First Union Fund prior
to 4:00 p.m. (Eastern time) on any day the First Union Funds are open for
business will be executed as of the close of business that day. Orders for
exchanges received after 4:00 p.m. (Eastern time) on any business day will be
executed at the close of the next business day.

When exchanging into and out of load and no-load shares of First Union Funds,
shareholders who have already paid a sales charge once at the time of
purchase, including shares obtained through the reinvestment of dividends,
will not have to pay an additional sales charge on an exchange.

If reasonable procedures are not followed by a Fund, it may be liable for
losses due to unauthorized or fraudulent telephone instructions.

EXCHANGE RESTRICTIONS

- ------------------------ HOW TO ------------------------
- ------------------------ REDEEM SHARES ------------------------

Shares are redeemed at their net asset value next determined after a proper
redemption request has been received, less any fees.

If reasonable procedures are not followed by a Fund, it may be liable for
losses due to unauthorized or fraudulent telephone instructions.

- ------------------------ MANAGEMENT ------------------------
- ------------------------ OF FIRST ------------------------
UNION FUNDS

INVESTMENT ADVISER

Professional investment supervision for the Funds is provided by the investment
adviser, the Capital Management Group of First Union.

Robert S. Drye is a Vice President of First Union National Bank of North
Carolina, N.A., and has been with First Union since 1968. Since 1989, Mr. Drye
has served as a portfolio manager for several of the First Union Funds and for
certain common trust funds. Prior to 1989, Mr. Drye worked as a marketing
specialist with First Union Brokerage Services, Inc. Mr. Drye has managed the
South Carolina Municipal Bond Fund since its inception in January 1994. In
addition, Mr. Drye has been the portfolio manager for the Florida Municipal
Bond Fund since its inception in July 1993. Mr. Drye has also managed the High
Grade Tax Free Fund since its inception in February, 1992.

Richard K. Marrone is a Vice President of First Union National Bank of North
Carolina, N.A. Mr. Marrone joined First Union in May 1993 with eleven years of
experience managing fixed income assets at Woodbridge Capital Management, a
subsidiary of Comerica Bank, N.A. Mr. Marrone is responsible for the portfolio
management of several First Union Funds and certain common trust funds. Mr.
Marrone has served as portfolio manager of the North Carolina Municipal Bond
Fund since May 1993, and portfolio manager of the Georgia Municipal Bond Fund
since its inception in July 1993.

Charles E. Jeanne joined First Union National Bank of North Carolina, N.A., in
July 1993. Prior to joining First Union, Mr. Jeanne served as a
trader/portfolio manager for First American Bank where he was responsible for
individual accounts and common trust funds. Mr. Jeanne has been the portfolio
manager for the Virginia Municipal Bond Fund since its inception in July 1993.

FUND ADMINISTRATION

State Street Bank and Trust Company, Boston, Massachusetts, serves as custodian
for the securities and cash of the Funds.

Federated Services Company, Pittsburgh, Pennsylvania, a subsidiary of Federated
Investors, serves as transfer agent and provides dividend disbursement and
other shareholder services for the Funds.

Legal counsel to those Trustees who are not "interested persons" of the Trust
as defined in the Investment Company Act of 1940, is provided by Sullivan &
Worcester, Washington, D.C.

The independent auditors for the Trust are KPMG Peat Marwick LLP, Pittsburgh,
Pennsylvania.

- ------------------------ FEES AND EXPENSES ------------------------
- ------------------------ ------------------------

Each Fund pays annual advisory and administrative fees and certain expenses.

ADVISORY AND ADMINISTRATIVE FEES

For managing their investment and business affairs, the Funds pay an annual fee
to First Union. The Adviser receives an annual investment advisory fee equal to
.50 of 1% of each of the Tax-Free Fund's average daily net assets. The Adviser
may voluntarily choose to waive a portion of its fee or reimburse the Funds for
certain operating expenses.

The Trust also pays a fee for administrative services. FAS provides these at an
annual rate as specified below:

Maximum Average Aggregate Daily Net
Administrative Fee Assets of the Trust
------------------- -------------------------------
.150 of 1% on the first $250 million
.125 of 1% on the next $250 million
.100 of 1% on the next $250 million
.075 of 1% on assets in excess of $750 million

Unless waived, the administrative fee received during any fiscal year shall
aggregate at least $50,000 per First Union Fund.

EXPENSES OF THE FUNDS AND Y SHARES

meetings of Trustees; legal fees of the Trust; association membership dues and
such non-recurring and extraordinary items as may arise.

The Funds' expenses under the Rule 12b-1 Plans are incurred solely by the Class
A Shares and Class B Shares. In addition, the Funds' expenses under the
Shareholder Services Plan are incurred solely by the Class B Shares. The
Trustees reserve the right to allocate certain expenses to holders of Shares as
they deem appropriate ("Class Expenses"). In any case, Class Expenses would be
limited to: Rule 12b-1 fees; shareholder services fees; transfer agent fees;
printing and postage expenses; registration fees; and administrative, legal,
and Trustees' fees. Presently, all Fund expenses, other than Rule 12b-1 fees
and shareholder services fees, are allocated based upon the average daily net
assets of each class of a Fund.

- ------------------------ SHAREHOLDER ---------------------
- ------------------------ RIGHTS AND ---------------------
PRIVILEGES

VOTING RIGHTS

Each Share of a Fund is entitled to one vote in Trustee elections and other
voting matters submitted to shareholders. All shares of all classes of each
First Union Fund in the Trust have equal voting rights, except that in matters
affecting only a particular First Union Fund or class, only shares of that
First Union Fund or class are entitled to vote. As of February 7, 1995, First
Union National Bank, Charlotte, North Carolina, acting in various capacities
for numerous accounts, was the owner of record of approximately 133,591.799
Shares (67.297%) of the Florida Municipal Bond Fund-Y Shares; approximately
132,561.656 Shares (99.934%) of the Georgia Municipal Bond Fund-Y Shares;
approximately 13,856.813 Shares (56.260%) of the South Carolina Municipal Bond
Fund-Y Shares; approximately 33,347.986 Shares (73.387%) of the Virginia
Municipal Bond Fund-Y Shares; and 398,873.093 Shares (91.900%) of the High
Grade Tax Free Fund-Y Shares; and First Union National Bank-Capital Management
Group, for the exclusive benefit of Lawrence and Jean Farry, Charlotte, North
Carolina, owned approximately 6,314.849 Shares (25.639%) of the South Carolina
Municipal Bond Fund-Y Shares; and, for the exclusive benefit of Thomas B. Carr
and Louise B. Carr of Wylie, South Carolina, owned approximately 16,326.787
Shares (44.738%) of the South Carolina Municipal Bond Fund-Class A Investment
Shares; and therefore, may, for certain purposes, be deemed to control such
Funds and be able to affect the outcome of certain matters presented for a vote
of shareholders.

MASSACHUSETTS PARTNERSHIP LAW

EFFECT OF BANKING LAWS

The Glass-Steagall Act and other banking laws and regulations presently
prohibit banks or non-bank affiliates of member banks of the Federal Reserve
System from sponsoring, organizing, controlling, or distributing the shares of
a registered, open-end investment company continuously engaged in the issuance
of its shares. Further, they prohibit banks from issuing, underwriting, 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 customer. The Adviser,
First Union, is subject to and in compliance with such banking laws and
regulations.

Sullivan & Cromwell has advised First Union that First Union may perform the
services for the Funds set forth in the investment advisory agreement, this
prospectus, and the Statements of Additional Information without violation of
the Glass-Steagall Act or other applicable federal banking laws or regulations.
Such counsel has pointed out, however, that changes in federal statutes and
regulations relating to the permissible activities of banks, as well as further
judicial or administrative decisions or interpretations of such statutes and
regulations, could prevent First Union from continuing to perform such services
for the Funds or from continuing to purchase Shares for the accounts of its
customers. If First Union were prohibited from acting as investment adviser to
the Funds, it is expected that the Trustees would recommend to the Funds'
shareholders that they approve a new investment adviser selected by the
Trustees. It is not expected that the Funds' shareholders would suffer any
adverse financial consequences (if another adviser with equivalent abilities to
First Union is found) as a result of any of these occurrences.

- ------------------------ DISTRIBUTIONS ------------------------
- ------------------------ AND TAXES ------------------------

Each Fund pays out as dividends substantially all of its net investment income
(dividends and interest on its investments) and net realized short-term gains.

DIVIDENDS

Dividends are declared daily and paid monthly. Dividends are declared just
prior to determining net asset value. Any distributions will be automatically
reinvested in additional Shares on payment dates at the ex-dividend date net
asset value without a sales charge unless a shareholder otherwise instructs the
Fund or First Union in writing.

CAPITAL GAINS

Any net long-term capital gains realized by the Funds will be distributed at
least once every 12 months.

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

Income dividends and capital gains distributions are taxable as described
below.

FEDERAL INCOME TAX

Shareholders of the Funds are not required to pay the federal regular income
tax on any dividends and other distributions received from a Fund that
represent net interest on tax-exempt municipal bonds. However, under the Tax
Reform Act of 1986, dividends representing net interest earned on some
municipal bonds may be included in calculating the federal individual
alternative minimum tax or the federal alternative minimum tax for
corporations.

The alternative minimum tax, up to 28% of alternative minimum taxable income
for individuals and 20% for corporations, applies when it exceeds the regular
tax for the taxable year. Alternative minimum taxable income is equal to the
adjusted income of the taxpayer increased by certain "tax preference" items not
included in regular taxable income and reduced by only a portion of the
deductions allowed in the calculation of the regular tax.

The Tax Reform Act of 1986 treats interest on certain "private activity" bonds
issued after August 7, 1986, as a tax preference item. Unlike traditional
governmental purpose municipal bonds, which finance roads, schools, libraries,
prisons, and other public facilities, private activity bonds provide benefits
to private parties. The Funds may purchase all types of municipal bonds,
including "private activity" bonds. Thus, should a Fund purchase any such
bonds, a portion of the Fund's dividends may be treated as a tax preference
item.

In addition, in the case of a corporate shareholder, dividends of a Fund which
represent interest on municipal bonds may be subject to the 20% corporate
alternative minimum tax because the dividends are included in a corporation's
"adjusted current earnings." The corporate alternative minimum tax treats 75%
of the excess of a taxpayer's pre-tax "adjusted current earnings" over the
taxpayer's alternative minimum taxable income as a tax preference item.
"Adjusted current earnings" is based upon the concept of a corporation's
"earnings and profits." Since "earnings and profits" generally includes the
full amount of any Fund dividend, and alternative minimum taxable income does
not include the portion of the Fund's dividend attributable to municipal bonds
which are not private activity bonds, the difference will be included in the
calculation of the corporation's alternative minimum tax.

Shareholders are urged to consult their own tax advisers to determine whether
they are subject to alternative minimum tax or the corporate alternative
minimum tax and, if so, the tax treatment of dividends paid by the Funds.

Dividends of a Fund representing net interest income earned on some temporary
investments, income earned on options transactions, and any realized net short-
term gains are taxed as ordinary income. Distributions representing net long-
term capital gains realized by the Funds, if any, will be taxable as long-term
capital gains regardless of the length of time shareholders have held their
Shares.

These tax consequences apply whether dividends are received in cash or as
additional Shares. Information on the tax status of dividends and distributions
is provided annually.

Set forth below are brief descriptions of the personal income tax status of an
investment in each of the Single State Municipal Bond Funds under,
respectively, Florida, Georgia, North Carolina, South Carolina, and Virginia
tax laws currently in effect. Income from a Fund is not necessarily free from
state income taxes in states other than its designated state. State laws differ
on this issue, and shareholders are urged to consult their own tax advisers
regarding the status of their accounts under state and local laws. A statement
setting forth the state income tax status of all distributions made during each
calendar year will be sent to shareholders annually.

ADDITIONAL TAX INFORMATION FOR SHAREHOLDERS OF THE FLORIDA MUNICIPAL BOND FUND

Florida does not currently impose an income tax on individuals. Thus,
individual shareholders of the Florida Municipal Bond Fund will not be subject
to any Florida state income tax on distributions received from the Florida
Municipal Bond Fund. However, certain distributions will be taxable to
corporate shareholders which are subject to Florida corporate income tax.

Florida currently imposes an intangibles tax at the annual rate of 0.20% on
certain securities and other intangible assets owned by Florida residents.
Certain types of tax exempt securities of Florida issuers, U.S. government
securities and tax exempt securities issued by certain U.S. territories and
possessions are exempt from this intangibles tax. Shares of the Florida
Municipal Bond Fund will also be exempt from the Florida intangibles tax if
the portfolio consists exclusively of securities exempt from the intangibles
tax on the last business day of the calendar year. If the portfolio consists
of any assets which are not so exempt on the last business day of the calendar
year, however, only the portion of the Shares of the Florida Municipal Bond
Fund which relate to securities issued by the United States and its
possessions and territories will be exempt from the Florida intangibles tax,
and the remaining portion of such Shares will be fully subject to the
intangibles tax, even if they partly relate to Florida tax exempt securities.

ADDITIONAL TAX INFORMATION FOR SHAREHOLDERS OF THE GEORGIA MUNICIPAL BOND FUND

Under existing Georgia law, shareholders of the Georgia Municipal Bond Fund
will not be subject to individual or corporate Georgia income taxes on
distributions from the Georgia Municipal Bond Fund to the extent that such
distributions represent exempt-interest dividends for federal income tax
purposes that are attributable to (1) interest-bearing obligations issued by
or on behalf of the State of Georgia or its political subdivisions, or (2)
interest on obligations of the United States or of any other issuer whose
obligations are exempt from state income taxes under federal law.
Distributions, if any, derived from capital gains or other sources generally
will be taxable for Georgia income tax purposes to shareholders of the Georgia
Municipal Bond Fund who are subject to the Georgia income tax. For purposes of
the Georgia intangibles tax, Shares of the Georgia Municipal Bond Fund likely
are taxable (at the rate of 10 cents per $1,000 in value of the Shares held on
January 1 of each year) to shareholders who are otherwise subject to such tax.

ADDITIONAL TAX INFORMATION FOR SHAREHOLDERS OF THE NORTH CAROLINA MUNICIPAL
BOND FUND

Under existing North Carolina law, shareholders of the North Carolina
Municipal Bond Fund will not be subject to individual or corporate North
Carolina income taxes on distributions from the North Carolina Municipal Bond
Fund to the extent that such distributions represent exempt-interest dividends
for federal income tax purposes that are attributable to (1) interest on
obligations issued by North Carolina and political subdivisions thereof, or
(2) interest on obligations of the United States or its territories or
possessions. Distributions, if any, derived from capital gains or other
sources generally will be taxable for North Carolina

income tax purposes to shareholders of the North Carolina Municipal Bond Fund
who are subject to the North Carolina income tax.

North Carolina currently imposes an intangibles tax (at the rate of 25 cents
per $100 in value of the shares held on December 31 of each year) on all shares
of stock, including mutual funds. However, shareholders of the North Carolina
Municipal Bond Fund may exclude from share value that proportion of the total
share value which is attributable to direct obligations of the State of North
Carolina, its subdivisions, and the United States held in the North Carolina
Municipal Bond Fund as of December 31 of the taxable year. The North Carolina
Municipal Bond Fund will annually furnish to its shareholders a statement
supporting the proper allocation.

ADDITIONAL TAX INFORMATION FOR SHAREHOLDERS OF THE SOUTH CAROLINA MUNICIPAL
BOND FUND

Under existing South Carolina law, shareholders of the South Carolina Municipal
Bond Fund will not be subject to individual or corporate South Carolina income
taxes on South Carolina Municipal Bond Fund distributions to the extent that
such distributions represent exempt-interest dividends for federal income tax
purposes that are attributable to (1) interest on obligations of the State of
South Carolina, or any of its political subdivisions, (2) interest on
obligations of the United States, or (3) interest on obligations of any agency
or instrumentality of the United States that is prohibited by federal law from
being taxed by a state or any political subdivision of a state. Distributions,
if any, derived from capital gains or other sources, generally will be taxable
for South Carolina income tax purposes to shareholders of South Carolina
Municipal Bond Fund who are subject to South Carolina income tax.

ADDITIONAL TAX INFORMATION FOR SHAREHOLDERS OF THE VIRGINIA MUNICIPAL BOND FUND

Under existing Virginia law, shareholders of the Virginia Municipal Bond Fund
will not be subject to individual or corporate Virginia income taxes on
distributions received from the Virginia Municipal Bond Fund to the extent that
such distributions represent exempt-interest dividends for federal income tax
purposes that are attributable to interest earned on (1) obligations issued by
or on behalf of the Commonwealth of Virginia or any political subdivision
thereof, or (2) obligations issued by a territory or possession of the United
States or any subdivision thereof which federal law exempts from state income
taxes. Distributions, if any, derived from capital gains or other sources
generally will be taxable for Virginia income tax purposes to shareholders of
the Virginia Municipal Bond Fund who are subject to Virginia income tax.

- ------------------------ OTHER CLASSES ------------------------
- ------------------------ OF SHARES ------------------------

First Union Tax-Free Funds offer three classes of shares: Y Shares for
institutional investors and Class A Shares and Class B Shares for individuals
and other customers of First Union.

Class A Shares and Class B Shares are sold to customers of First Union and
others at net asset value plus a sales charge which, at the election of the
purchaser, may be imposed either (i) at the time of purchase (the Class A
Shares), or (ii) on a contingent deferred basis (the Class B Shares).
Shareholders of record in any First Union Fund at October 12, 1990, and the
members of their immediate families, will be exempt from sales charges on any
future purchases in any of the First Union Funds. Employees of First Union,
Federated Securities Corp. and their affiliates, and certain trust accounts for
which First Union or its affiliates act in an administrative, fiduciary, or
custodial capacity, board members of First Union and the above-mentioned
entities and the members of the immediate families of any of these persons,
will also be exempt from sales charges. In addition, no front-end sales charges
are imposed on Class A shares purchased by institutional investors, which may
include bank trust departments and registered investment advisers, and through
qualified and non-qualified employee benefit and savings plans which make
shares of the First Union Funds available to their participants, and which: (a)
are employee benefit plans having at least $1,000,000 in investable assets, or
250 or more eligible participants; or (b) are non-qualified benefit or profit
sharing plans which are sponsored by an organization which also makes the First
Union Funds available through a qualified plan meeting the criteria specified
under (a). Payments may be made to broker-dealers or other financial
intermediaries whose employee benefit plan clients purchase shares under the
foregoing front-end sales charge exemption in an amount up to .50 of 1% of the
net asset value of shares purchased. These payments are subject to reclaim in
the event shares are redeemed within 12 months after purchase. Class A Shares
and Class B Shares are distributed pursuant to Rule 12b-1 Plans adopted by the
Trust, whereby the distributor is paid a fee of 0.25 of 1% for Class A Shares
and 0.75 of 1% for Class B Shares of each Fund's average daily net asset value.
In addition, Class B Shares pay a shareholder services fee of 0.25 of 1% of
Class B Shares' average daily net assets.

The amount of dividends payable to Class A Shares and Class B Shares will be
less than those payable to Y Shares by the difference between Class Expenses,
distribution, and shareholder services expenses borne by the shares of each
respective class.

- --------------------- SHAREHOLDER REPORTS ---------------------
- --------------------- ---------------------

Shareholders receive, in addition to their account statements, periodic reports
highlighting relevant financial information for the Trust and the Funds,
including investment results and changes in portfolio holdings. In order to
reduce the volume of mail that shareholders receive, and to reduce the Funds'
postage expenses, only one copy of most Fund reports and annual prospectus
updates are mailed to each shareholder household (same surname, same address).
In the event that a shareholder wishes to receive additional reports or
prospectuses, the shareholder should either contact the Capital Management
Group of First Union at 1-800-326-2584, or write the Trust.

- ------------------------ ADDRESSES ------------------------
- ------------------------ ------------------------

- --------------------------------------------------------------------------------

First Union Funds Federated Investors Tower
Pittsburgh, Pennsylvania
15222-3779

- --------------------------------------------------------------------------------

Distributor
Federated Securities Corp. Federated Investors Tower
Pittsburgh, Pennsylvania
15222-3779
- --------------------------------------------------------------------------------

Custodian
State Street Bank and Trust Company P.O. Box 8609
Boston, Massachusetts 02266-
8609
- --------------------------------------------------------------------------------

Legal Counsel to the Independent Trustees
Sullivan & Worcester 1025 Connecticut Ave., N.W.
Washington, D.C. 20036
- --------------------------------------------------------------------------------

Independent Auditors
KPMG Peat Marwick LLP One Mellon Bank Center
Pittsburgh, Pennsylvania 15219
- --------------------------------------------------------------------------------

[This Page Intentionally Left Blank]

Federated Securities Corp., Distributor

535670 (10/pkg.)
G00850-04 (2/95)

PROSPECTUS

FIRST UNION
TAX-FREE
FUNDS

CLASS A AND B
INVESTMENT SHARES

FEBRUARY 28, 1995

FIRST UNION
- --------------------------- TAX-FREE ---------------------------
- --------------------------- FUNDS ---------------------------

Portfolios of First Union Funds

CLASS A INVESTMENT SHARES
CLASS B INVESTMENT SHARES
- -------------------------------------------------------------------------------
P R O S P E C T U S

February 28, 1995
First Union Funds (the "Trust") is a mutual fund with 17 portfolios, offering
a variety of investment opportunities. The Trust currently includes one
diversified and five non-diversified Tax-Free Funds, three diversified Growth
and Income Funds, three diversified Income Funds, two diversified Growth
Funds, and three diversified Money Market Funds. They are:

Growth and Income Funds
. First Union Balanced Portfolio;
. First Union Utility Portfolio; and
. First Union Value Portfolio.

Income Funds
. First Union Fixed Income Portfolio;
. First Union Managed Bond Portfolio; and
. First Union U.S. Government Portfolio.

Growth Funds
. First Union Emerging Markets Growth Portfolio; and
. First Union International Equity Portfolio.

Money Market Funds
. First Union Money Market Portfolio;
. First Union Tax Free Money Market Portfolio; and
. First Union Treasury Money Market Portfolio.

This prospectus provides you with information specific to the Class A
Investment Shares ("Class A Shares") and Class B Investment Shares ("Class B
Shares") (collectively referred to as "Investment Shares") of First Union Tax-
Free Funds. It concisely describes the information which you should know
before investing in Class A Shares or Class B Shares of any of the First Union
Tax-Free Funds. Please read this prospectus carefully and keep it for future
reference.

The Trust is sponsored and distributed by third parties independent of First
Union National Bank of North Carolina ("First Union").

For a description of the nature and limitations of municipal bond insurance,
see "Municipal Bond Insurance," page 17.
- -------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

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

Summary 2 How to Redeem Shares 27
- ------------------------------------- -------------------------------------
Summary of Fund Expenses 4 Additional Shareholder Services 27
- ------------------------------------- -------------------------------------
Financial Highlights 9 Management of First Union Funds 28
- ------------------------------------- -------------------------------------
Investment Objectives and Policies 15 Fees and Expenses 30
- ------------------------------------- -------------------------------------
Other Investment Policies 18 Shareholder Rights and Privileges 31
- ------------------------------------- -------------------------------------
Shareholder Guide 22 Distributions and Taxes 32
- ------------------------------------- -------------------------------------
How to Buy Shares 23 Tax Information 32
- ------------------------------------- -------------------------------------
How to Convert Your Investment from Other Classes of Shares 35
One First Union Fund to Another -------------------------------------
First Union Fund 26
- ------------------------------------- Shareholder Reports 35
-------------------------------------
Addresses 36
-------------------------------------

- ------------------------ SUMMARY ------------------------
- ------------------------ ------------------------

DESCRIPTION OF THE TRUST

First Union Funds is an open-end, management investment company, established as
a Massachusetts business trust under a Declaration of Trust dated August 30,
1984. The Trust currently consists of 17 portfolios, each representing a
different First Union Fund. Each Tax-Free Fund currently offers three classes
of shares: Class A Shares, Class B Shares, and Y Shares. Class A Shares and
Class B Shares are sold to individuals and other customers of First Union (the
"Adviser"), and are sold at net asset value plus a sales charge which, at the
election of the purchaser, may be imposed either (i) at the time of purchase
(the Class A Shares), or (ii) on a contingent deferred basis (the Class B
Shares). Y Shares are designed primarily for institutional investors (banks,
corporations, and fiduciaries). This prospectus relates to both classes of
Investment Shares ("Shares") of the First Union Tax-Free Funds (collectively,
the "Funds").

THE FUNDS AND OBJECTIVES

As of the date of this prospectus, Shares are offered in the following six Tax-
Free Funds:

. First Union North Carolina Municipal Bond Portfolio ("North Carolina
Municipal Bond Fund")--seeks current income exempt from federal regular
income tax and North Carolina state income tax, consistent with preservation
of capital. In addition, the Fund intends to qualify as an investment
substantially exempt from the North Carolina intangible personal property
tax;

. First Union South Carolina Municipal Bond Portfolio ("South Carolina
Municipal Bond Fund")--seeks current income exempt from federal regular
income tax and South Carolina state income tax;

. First Union High Grade Tax Free Portfolio ("High Grade Tax Free Fund")--
seeks to provide a high level of federally tax free income that is
consistent with preservation of capital.

The First Union Florida, Georgia, North Carolina, South Carolina and Virginia
Municipal Bond Portfolios may be referred to herein as the "Single State
Municipal Bond Funds."

INVESTMENT MANAGEMENT

PURCHASING AND REDEEMING SHARES

For information on purchasing Class A and Class B Shares of any of the Tax-Free
Funds, please refer to the Shareholder Guide section entitled "How to Buy
Shares." Redemption information may be found under "How to Redeem Shares."

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

FIRST UNION TAX FREE FUNDS
CLASS A SHARES
<TABLE>
<CAPTION>

North South
Florida Georgia Carolina Carolina Virginia High Grade
Municipal Municipal Municipal Municipal Municipal Tax Free
Bond Fund Bond Fund Bond Fund Bond Fund Bond Fund Fund
Class A Shares-- --------- --------- --------- --------- --------- ----------
Shareholder Transaction Expenses

<S> <C> <C> <C> <C> <C> <C>
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price).... 4.75% 4.75% 4.75% 4.75% 4.75% 4.75%
Maximum Sales Load Imposed on
Reinvested Dividends (as a percentage
of offering price)..................... None None None None None None
Contingent Deferred Sales Charge (as a
percentage of original purchase price
or
redemption proceeds, as applicable).... None None None None None None
Redemption Fee (as a percentage of
amount redeemed, if applicable)........ None None None None None None
Exchange Fee............................ None None None None None None
Annual Class A Shares Operating Expenses
(As a percentage of average net assets)
Management Fee (after waiver) (1)....... 0.01% 0.00% 0.19% 0.00% 0.00% 0.50%
12b-1 Fees (2).......................... 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Total Other Expenses (after waiver
and reimbursement) (3)................. 0.48% 0.45% 0.44% 0.40% 0.50% 0.33%
Total Class A Shares Operating
Expenses (4)....................... 0.74% 0.70% 0.88% 0.65% 0.75% 1.08%
</TABLE>
(1) The management fees, except for the High Grade Tax Free Fund, have been
reduced to reflect the voluntary waivers by the Adviser. The Adviser may
terminate these voluntary waivers at any time at its sole discretion. The
maximum management fee for each Fund is 0.50%.

(2) The Class A Shares can pay up to 0.75 of 1% of Class A Shares' average
daily net assets as a 12b-1 fee. For the foreseeable future, the Funds
plan to limit the Class A Shares' 12b-1 payments to 0.25 of 1% of Class A
Shares' average daily net assets.

(3) Total Other Expenses for Florida, Georgia, North Carolina, South Carolina
and Virginia Municipal Bond Funds are expected to be 0.65%, 2.06%, 0.50%,
5.82% and 3.04%, respectively, absent the voluntary waivers by the
administrator and reimbursement of other operating expenses by the Adviser
for Georgia, South Carolina and Virginia Municipal Bond Funds. The
administrator and Adviser may terminate these waivers and reimbursements
at any time at their sole discretion.

(4) Florida, Georgia, North Carolina, South Carolina and Virginia Municipal
Bond Funds' and High Grade Tax Free Fund's Total Class A Shares Annual
Operating Expenses were 0.64%, 0.53%, 0.79%, 0.25%, 0.53%, and 1.01%,
respectively, for the year ended December 31, 1994. Total Class A Shares
Operating Expenses for Florida, Georgia, North Carolina, South Carolina
and Virginia Municipal Bond Funds and High Grade Tax Free Fund absent the
voluntary waiver of the management fee and reimbursement of other
operating expenses of Florida, Georgia, North Carolina, South Carolina and
Virginia Municipal Bond Funds by the Adviser and the voluntary waiver of
the administrative fee, except for High Grade Tax Free Fund, by the
administrator were 1.40%, 3.61%, 1.18%, 10.71%, 5.14% and 1.02%,
respectively, for the year ended December 31, 1994. The Annual Class A
Shares Operating Expenses in the table above are based on expenses
expected during the fiscal year ending December 31, 1995. The Total Class
A Shares expected Operating Expenses for Florida, Georgia, North Carolina,
South Carolina and Virginia Municipal Bond Funds would be 1.40%, 2.81%,
1.25%, 6.57%, and 3.79%, respectively, absent the voluntary waivers and
reimbursements described above in notes 1 and 2.

The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of the Funds will bear, either
directly or indirectly. For more complete descriptions of the various costs
and expenses, see "Fees and Expenses." Wire-transferred redemptions of less
than $5,000 may be subject to additional fees.

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

FIRST UNION TAX-FREE FUNDS
CLASS A SHARES

(Continued)

EXAMPLE 1 year 3 years 5 years 10 years
- ------- ------ ------- ------- --------
You would pay the following expenses on a
$1,000 investment, assuming
(1) a 5% annual return, (2) redemption at the
end of each time period; and
(3) payment of the maximum sales load.
The Funds charge no redemption fees for Class
A Shares.
Florida Municipal Bond Fund................. $55 $70 $ 87 $135
Georgia Municipal Bond Fund................. $54 $69 $ 85 $130
North Carolina Municipal Bond Fund.......... $56 $74 $ 94 $151
South Carolina Municipal Bond Fund.......... $54 $67 $ 82 $125
Virginia Municipal Bond Fund................ $55 $70 $ 87 $136
High Grade Tax Free Fund.................... $58 $80 $104 $173

The above example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.

The information set forth in the foregoing table and example relates only to
Class A Shares of the Funds. The Funds also offer two additional classes of
shares called Y Shares and Class B Shares. In general, all expenses are
allocated based upon the daily net assets of each class. Y Shares and Class B
Shares are subject to certain of the same expenses as Class A Shares. However,
Y Shares bear no sales load or 12b-1 fee. Class B Shares are subject to a 12b-
1 fee of 0.75 of 1%, a shareholder service fee of 0.25 of 1%, bear a maximum
contingent deferred sales charge of 5.00% and bear no front-end sales load.
See "Other Classes of Shares."

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

FIRST UNION TAX-FREE FUNDS CLASS B SHARES

Florida Municipal Georgia Municipal North Carolina
Bond Fund Bond Fund Municipal Bond Fund
----------------------------- ----------------------------- -----------------------------
Class B Shares--
Shareholder Transaction Expenses

<S> <C> <C> <C>
Maximum Sales Load Im-
posed on Purchases
(as a percentage of of-
fering price).......... None None None
Maximum Sales Load
Imposed on Reinvested
Dividends (as a
percentage of offering
price)................. None None None
Contingent Deferred 5% during the first year, 5% during the first year, 5% during the first year,
Sales Charge (as a 4% during the second year, 4% during the second year, 4% during the second year,
percentage of original 3% during the third year, 3% during the third year, 3% during the third year,
purchase price or 3% during the fourth year, 3% during the fourth year, 3% during the fourth year,
redemption proceeds, as 2% during the fifth year, 2% during the fifth year, 2% during the fifth year,
applicable) (1)........ 1% during the sixth year, 1% during the sixth year, 1% during the sixth year,
1% during the seventh year, 1% during the seventh year 1% during the seventh year,
and 0% after the seventh year and 0% after the seventh year and 0% after the seventh year
Redemption Fee (as a
percentage of amount
redeemed, if
applicable)............ None None None
Exchange Fee............ None None None

Annual Class B Shares Operating Expenses
(As a percentage of average net assets)
Management Fee (after
waiver) (2)............ 0.01% 0.00% 0.19%
12b-1 Fees.............. 0.75% 0.75% 0.75%
Total Other Expenses
(after waiver and
reimbursement) (3)..... 0.73% 0.70% 0.69%
Shareholder Service
Fee (4)................ 0.25% 0.25% 0.25%
Total Class B Shares
Operating
Expenses (5)..... 1.49% 1.45% 1.63%

</TABLE>
- -------------------------- SUMMARY OF --------------------------
- -------------------------- FUND EXPENSES --------------------------

FIRST UNION TAX-FREE FUNDS CLASS B SHARES
<TABLE>
South Carolina Virginia Municipal High Grade
Municipal Bond Fund Bond Fund Tax Free Fund
----------------------------- ----------------------------- -----------------------------
Class B Shares--
Shareholder Transaction Expenses
<S> <C> <C> <C>
Maximum Sales Load Im-
posed on Purchases
(as a percentage of of-
fering price).......... None None None
Maximum Sales Load
Imposed on Reinvested
Dividends (as a
percentage of offering
price)................. None None None
Contingent Deferred 5% during the first year, 5% during the first year, 5% during the first year,
Sales Charge (as a 4% during the second year, 4% during the second year, 4% during the second year,
percentage of original 3% during the third year, 3% during the third year, 3% during the third year,
purchase price or 3% during the fourth year, 3% during the fourth year, 3% during the fourth year,
redemption proceeds, as 2% during the fifth year, 2% during the fifth year, 2% during the fifth year,
applicable) (1)........ 1% during the sixth year, 1% during the sixth year, 1% during the sixth year,
1% during the seventh year, 1% during the seventh year, 1% during the seventh year,
and 0% after the seventh year and 0% after the seventh year and 0% after the seventh year
Redemption Fee (as a
percentage of amount
redeemed, if
applicable)............ None None None
Exchange Fee............ None None None

Annual Class B Shares Operating Expenses
(As a percentage of average net assets)
Management Fee (after
waiver) (2)............ 0.00% 0.00% 0.50%
12b-1 Fees.............. 0.75% 0.75% 0.75%
Total Other Expenses
(after waiver and
reimbursement) (3)..... 0.65% 0.75% 0.58%
Shareholder Service
Fee (4)................ 0.25% 0.25% 0.25%
Total Class B Shares
Operating
Expenses (5)..... 1.40% 1.50% 1.83%
</TABLE>
(1) No contingent deferred sales charge is imposed on (a) Shares purchased
more than seven years prior to redemption, (b) Shares acquired through the
reinvestment of dividends and distributions, and (c) the portion of
redemption proceeds attributable to increases in the value of an account
above the net cost of the investment due to increases in the net asset
value per share.

(2) The management fees, except for High Grade Tax Free Fund, have been
reduced to reflect the voluntary waivers by the Adviser. The Adviser may
terminate these voluntary waivers at any time at its sole discretion. The
maximum management fee for each Fund is 0.50%.

(3) Total Other Expenses for Florida, Georgia, North Carolina, South Carolina
and Virginia Municipal Bond Funds are expected to be 0.90%, 2.31%, 0.75%,
6.07% and 3.29%, respectively, absent the voluntary waivers by the
administrator and reimbursement of other operating expenses by the Adviser
for Georgia, South Carolina and Virginia Municipal Bond Funds. The
administrator and Adviser may terminate these waivers and reimbursements
at any time at their sole discretion.

(4) The Funds began accruing Shareholder Service Fees in September, 1994 at
the maximum rate of 0.25%. Shareholder Service Fees for Florida, Georgia,
North Carolina, South Carolina and Virginia Municipal Bond Funds and High
Grade Tax Free Fund amounted to 0.08%, 0.09%, 0.08%, 0.12%, 0.09%, and
0.07%, respectively, for the fiscal year ended December 31, 1994.

(5) Florida, Georgia, North Carolina, South Carolina and Virginia Municipal
Bond Funds' and High Grade Tax Free Fund's Total Class B Shares Annual
Operating Expenses were 1.22%, 1.13%, 1.37%, 0.87%, 1.12%, and 1.58%,
respectively, for the year ended December 31, 1994. Total Class B Shares
Operating Expenses for Florida, Georgia, North Carolina, South Carolina
and Virginia Municipal Bond Funds and High Grade Tax Free Fund absent the
voluntary waiver of the management fee and reimbursement of other
operating expenses of Florida, Georgia, North Carolina, South Carolina and
Virginia Municipal Bond Funds by the Adviser and the voluntary waiver of
the administrative fee, except for High Grade Tax Free Fund, by the
administrator were 1.98%, 4.21%, 1.76%, 11.33%, 5.73% and 1.59%,
respectively, for the year ended December 31, 1994. The Annual Class B
Shares Operating Expenses in the table above are based on expenses
expected during the fiscal year ending December 31, 1995. The Total Class
B Shares expected Operating Expenses for Florida, Georgia, North Carolina,
South Carolina and Virginia Municipal Bond Funds would be 2.15%, 3.56%,
2.00%, 7.32%, and 4.54%, respectively, absent the voluntary waivers and
reimbursements described above in notes 2 and 3.

The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of the Funds will bear, either
directly or indirectly. For more complete descriptions of the various costs
and expenses, see "Fees and Expenses." Wire-transferred redemptions of less
than $5,000 may be subject to additional fees.

- -------------------------- SUMMARY OF --------------------------
- -------------------------- FUND EXPENSES --------------------------
(Continued)

FIRST UNION TAX-FREE FUNDS
CLASS B SHARES

EXAMPLE 1 year 3 years 5 years 10 years
- ------- ------ ------- ------- --------
You would pay the following expenses on a
$1,000 investment, assuming
(1) a 5% annual return and (2) redemption at
the end of each time period.
Florida Municipal Bond Fund................. $67 $80 $105 $178
Georgia Municipal Bond Fund................. $67 $79 $103 $174
North Carolina Municipal Bond Fund.......... $68 $85 $112 $193
South Carolina Municipal Bond Fund.......... $66 $78 $100 $168
Virginia Municipal Bond Fund................ $67 $81 $106 $179
High Grade Tax Free Fund.................... $70 $91 $122 $215
You would pay the following expenses on the
same investment, assuming no
redemptions:
Florida Municipal Bond Fund................. $15 $47 $ 81 $178
Georgia Municipal Bond Fund................. $15 $46 $ 79 $174
North Carolina Municipal Bond Fund.......... $17 $51 $ 89 $193
South Carolina Municipal Bond Fund.......... $14 $44 $ 77 $168
Virginia Municipal Bond Fund................ $15 $47 $ 82 $179
High Grade Tax Free Fund.................... $19 $58 $ 99 $215

The above example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.

The information set forth in the foregoing table and example relates only to
Class B Shares of the Funds. The Funds also offer two additional classes of
shares called Y Shares and Class A Shares. In general, all expenses are
allocated based upon the daily net assets of each class. Y Shares and Class A
Shares are subject to certain of the same expenses as Class B Shares. However,
Y Shares bear no sales load or 12b-1 fee, and Class A Shares are subject to a
12b-1 fee of 0.25 of 1%, bear a maximum front-end sales load of 4.75%, and
bear no contingent deferred sales charge. See "Other Classes of Shares."

- ------------------------ FINANCIAL HIGHLIGHTS ------------------------
- ------------------------ ------------------------

First Union Florida Municipal Bond Portfolio

(For a share outstanding throughout each period)

** Reflects operations for the period from July 2, 1993 (commencement of
operations) to December 31, 1993.

*** Reflects operations for the period from February 28, 1994 (commencement of
operations) to December 31, 1994.

+ Based on net asset value, which does not reflect the sales load or
contingent deferred sales charge, if applicable.

(a) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.

(b) Computed on an annualized basis.

Further information about the Fund's performance is contained in the Tax-Free
Funds' Annual Report, for the fiscal year ended December 31, 1994, which can be
obtained free of charge.

- ------------------------ FINANCIAL HIGHLIGHTS ------------------------
- ------------------------ ------------------------

First Union Georgia Municipal Bond Portfolio

(For a share outstanding throughout each period)

The following table has been audited by KPMG Peat Marwick LLP, the Fund's
independent auditors. Their report, dated February 13, 1995 on the Fund's
Financial Statements for the year ended December 31, 1994, and on the
following table for each of the periods presented, is included in the Tax-Free
Funds' Annual Report, which is incorporated herein by reference. This table
should be read in conjunction with the Fund's Financial Statements and notes
thereto, contained in the Tax-Free Funds' Annual Report, which may be obtained
from the Fund.
<TABLE>
<CAPTION>
Class A Class B
Investment Investment
Shares Shares Y Shares
---------------- ----------------- ------------
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
---------------- ----------------- ------------
1994 1993** 1994 1993** 1994*
- ------------------------ ------ ------- -------- ------- ------------
<S> <C> <C> <C> <C> <C>
Net asset value, begin-
ning of period $10.19 $10.00 $10.19 $10.00 $ 9.83
- ------------------------
Income from investment
operations
- ------------------------
Net investment income 0.48 0.201 0.43 0.179 0.42
- ------------------------
Net realized and
unrealized gain (loss)
on investments (1.45) 0.193 (1.45) 0.193 (1.09)
- ------------------------ ------ ------- ------ ------- ------
Total from investment
operations (0.97) 0.394 (1.02) 0.372 (0.67)
- ------------------------
Less distributions
- ------------------------
Dividends to sharehold-
ers from net investment
income (0.48) (0.201) (0.43) (0.179) (0.42)
- ------------------------
Distributions to share-
holders from net real-
ized gain on
investment transactions -- (0.003) -- (0.003) --
- ------------------------ ------ ------- ------ ------- ------
Total distributions (0.48) (0.204) (0.43) (0.182) (0.42)
- ------------------------ ------ ------- ------ ------- ------
Net asset value, end of
period $ 8.74 $10.19 $ 8.74 $10.19 $ 8.74
- ------------------------ ------ ------- ------ ------- ------
Total return+ (9.64%) 3.96% (10.15%) 3.74% (6.87%)
- ------------------------
Ratios to Average Net
Assets
- ------------------------
Expenses 0.53% 0.25%(b) 1.13% 0.75%(b) 0.31%(b)
- ------------------------
Net investment income 5.26% 4.71%(b) 4.66% 4.15%(b) 5.68%(b)
- ------------------------
Expense
waiver/reimbursement
(a) 3.08% 6.57%(b) 3.08% 6.57%(b) 3.08%(b)
- ------------------------
Supplemental Data
- ------------------------
Net assets, end of pe-
riod (000 omitted) $1,387 $817 $6,912 $3,692 $284
- ------------------------
Portfolio turnover rate 147% 15% 147% 15% 147%
- ------------------------
</TABLE>
* Reflects operations for the period from February 28, 1994 (commencement of
operations) to December 31, 1994.

** Reflects operations for the period from July 2, 1993 (commencement of
operations) to December 31, 1993.

+ Based on net asset value, which does not reflect the sales load or
contingent deferred sales charge, if applicable.

(a) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.

(b) Computed on an annualized basis.

Further information about the Fund's performance is contained in the Tax-Free
Funds' Annual Report for the fiscal year ended December 31, 1994, which can be
obtained free of charge.

- ------------------------ FINANCIAL HIGHLIGHTS ------------------------
- ------------------------ ------------------------

First Union North Carolina Municipal Bond Portfolio

(For a share outstanding throughout each period)

** Reflects operations for the period from January 11, 1993 (commencement of
operations) to December 31, 1993.

+ Based on net asset value, which does not reflect the sales load or
contingent deferred sales charge, if applicable.

(a) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.

(b) Computed on an annualized basis.

Further information about the Fund's performance is contained in the Tax-Free
Funds' Annual Report for the fiscal year ended December 31, 1994, which can be
obtained free of charge.

- ------------------------ FINANCIAL HIGHLIGHTS ------------------------
- ------------------------ ------------------------

First Union South Carolina Municipal Bond Portfolio

(For a share outstanding throughout the period)

** Reflects operations for the period from February 28, 1994 (commencement of
operations) to December 31, 1994.

+ Based on net asset value, which does not reflect the sales load or
contingent deferred sales charge, if applicable.

(a) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.

(b) Computed on an annualized basis.

Further information about the Fund's performance is contained in the Tax-Free
Funds' Annual Report for the fiscal year ended December 31, 1994, which can be
obtained free of charge.

- ------------------------ FINANCIAL HIGHLIGHTS ------------------------
- ------------------------ ------------------------

First Union Virginia Municipal Bond Portfolio

(For a share outstanding throughout each period)

** Reflects operations for the period from February 28, 1994 (commencement of
operations) to December 31, 1994.

+ Based on net asset value, which does not reflect the sales load or
contingent deferred sales charge, if applicable.

(a) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.

(b) Computed on an annualized basis.

Further information about the Fund's performance is contained in the Tax-Free
Funds' Annual Report for the fiscal year ended December 31, 1994, which can be
obtained free of charge.

- ------------------------ FINANCIAL HIGHLIGHTS ------------------------
- ------------------------ ------------------------

First Union High Grade Tax Free Portfolio

(For a share outstanding throughout each period)

** Reflects operations for the period from February 21, 1992 (commencement of
operations) to December 31, 1992.

*** Reflects operations for the period from January 11, 1993 (commencement of
operations) to December 31, 1993.

+ Based on net asset value, which does not reflect the sales load or
contingent deferred sales charge, if applicable.

(a) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.

(b) Computed on an annualized basis.

Further information about the Fund's performance is contained in the Tax-Free
Funds' Annual Report for the fiscal year ended December 31, 1994, which can be
obtained free of charge.

- ------------------------ INVESTMENT ------------------------
- ------------------------ OBJECTIVES ------------------------
AND POLICIES

First Union Single State Municipal Bond Funds seek current income exempt from
federal regular income tax and, where applicable, state income taxes,
consistent with preservation of capital. The High Grade Tax Free Fund seeks a
high level of federally tax free income that is consistent with preservation of
capital. In addition, the Florida Municipal Bond Fund intends to qualify as an
investment exempt from the Florida state intangibles tax, and the North
Carolina Municipal Bond Fund intends to qualify as an investment substantially
exempt from the North Carolina intangible personal property tax.

Each Fund's investment objective cannot be changed without shareholder
approval. While there is no assurance that each objective will be achieved, the
Funds will endeavor to do so by following the investment policies detailed
below. Unless otherwise indicated, the investment policies of a Fund may be
changed by the Trust's Board of Trustees ("Trustees") without the approval of
shareholders. Shareholders will be notified before any material change in these
policies becomes effective.

DESCRIPTION OF THE FUNDS

Each Single State Municipal Bond Fund seeks current income which is exempt from
federal regular income tax and (where applicable) the designated state income
tax consistent with preservation of capital. The High Grade Tax Free Fund seeks
a high level of federally tax-free income that is consistent with preservation
of capital. In addition, the Florida Municipal Bond Fund intends to qualify as
an investment exempt from the Florida state intangibles tax, and the North
Carolina Municipal Bond Fund intends to qualify as an investment substantially
exempt from the North Carolina intangible personal property tax.

As a matter of fundamental investment policy, each Single State Municipal Bond
Fund will normally invest its assets so that at least 80% of its annual
interest income is, or at least 80% of its net assets are invested in,
obligations which provide interest income which is exempt from federal regular
income taxes. The High Grade Tax Free Fund, as a matter of fundamental
investment policy, will normally invest its assets so that at least 80% of its
annual interest income is exempt from federal income taxes (including the
alternative minimum tax). The interest retains its tax-free status when
distributed to the Fund's shareholders. In addition, at least 65% of the value
of each Single State Municipal Bond Fund's total assets will be invested in
municipal bonds of the particular state after which the Fund is named. At least
65% of the value of the total assets of the High Grade Tax Free Fund will be
invested in high grade bonds. High grade bonds mean: bonds insured by a
municipal bond insurance company which is rated AAA by Standard & Poor's
Ratings Group ("S&P") and/or Aaa by Moody's Investors Service, Inc.
("Moody's"); bonds rated A or better by S&P or Moody's; or, if unrated, of
comparable quality as determined by the Adviser. The insurance guarantees the
timely payment of principal and interest, but not the value of the municipal
bonds or the shares of the Fund. See the section "Municipal Bond Insurance" in
this prospectus for further information. To qualify as an investment exempt
from the Florida state intangibles tax, the Florida Municipal Bond Fund's
portfolio must consist entirely of investments exempt from the Florida state
intangibles tax on the last business day of the calendar year.

TYPES OF INVESTMENTS

Each Single State Municipal Bond Fund seeks to achieve its investment objective
by investing principally in municipal obligations, including industrial
development bonds, of its designated state. The High Grade Tax Free Fund seeks
to achieve its investment policy by investing primarily in a portfolio of high
grade bonds. In addition, the Funds may invest in obligations issued by or on
behalf of any state, territory, or possession of the United States, including
the District of Columbia, or their political subdivisions or agencies and
instrumentalities, the interest from which is exempt from federal (regular, if
applicable) income tax. It is likely that shareholders who are subject to the
alternative minimum tax will be required to include interest from a portion of
the municipal securities owned by a Fund in calculating the federal individual
alternative minimum tax or the federal alternative minimum tax for
corporations.

The municipal bonds in which the Single State Municipal Bond Funds will invest
are subject to one or more of the following quality standards: rated Baa or
better by Moody's or BBB or better by S&P or, if unrated, are determined by the
Adviser to be of comparable quality to such ratings; insured by a municipal
bond insurance company which is rated Aaa by Moody's or AAA by S&P; guaranteed
at the time of purchase by the U.S. government as to the payment of principal
and interest; or fully collateralized by an escrow of U.S. government
securities. Bonds rated BBB by S&P or Baa by Moody's have speculative
characteristics. Changes in economic conditions or other circumstances are more
likely to lead to weakened capacity to make principal and interest payments
than higher rated bonds. If any security owned by a Fund loses its rating or
has its rating reduced after the Fund has purchased it, the Fund is not
required to sell or otherwise dispose of the security, but may consider doing
so. If ratings made by Moody's or S&P change because of changes in those
organizations or their ratings systems, the Funds will try to use comparable
ratings as standards in accordance with the Funds' investment objectives. A
description of the rating categories is contained in the Appendix of the
Statement of Additional Information for each Fund.

Other types of investments include:

TEMPORARY INVESTMENTS

The High Grade Tax Free Fund may also purchase instruments having variable
rates of interest. One example is variable amount demand master notes. These
notes represent a borrowing arrangement between a commercial paper issuer
(borrower) and an institutional lender, such as the Fund and are payable upon
demand. The underlying amount of the loan may vary during the course of the
contract, as may the interest on the outstanding amount, depending on a stated
short-term interest rate index.

MUNICIPAL BONDS

Municipal bonds are debt obligations issued by the state or local entities to
support a government's general financial needs or special projects, such as
housing projects or sewer works. Municipal bonds include industrial
development bonds issued by or on behalf of public authorities to provide
financing aid to acquire sites or construct or equip facilities for privately
or publicly owned corporations.

The High Grade Tax Free Fund may invest more than 25% of its total assets in
industrial development bonds as long as they are not from the same facility or
similar types of facilities.

RISK FACTORS

Bond yields are dependent on several factors including market conditions, the
size of an offering, the maturity of the bond, ratings of the bond and the
ability of issuers to meet their obligations. There is no limit on the
maturity of the bonds purchased by the Funds. Because the prices of bonds
fluctuate inversely in relation to the direction of interest rates, the prices
of longer term bonds fluctuate more widely in response to market interest rate
changes. A Fund's concentration in securities issued by its designated state
and that state's political subdivisions provides a greater level of risk than
a fund which is diversified across numerous states and municipal entities. An
expanded discussion of the risks associated with the purchase of the
designated state's municipal bonds is contained in the respective Statements
of Additional Information. Although the Funds will not purchase securities
rated below BBB by S&P or Baa by Moody's (i.e., junk bonds), the Funds are not
required to dispose of securities that have been downgraded subsequent to
their purchase. If the municipal obligations held by a Fund (because of
adverse economic conditions in a particular state, for example) are
downgraded, the Fund's concentration in securities of that state may cause the
Fund to be subject to the risks inherent in holding material amounts of low-
rated debt securities in its portfolio.

MUNICIPAL BOND INSURANCE

The High Grade Tax Free Fund will require municipal bond insurance when
purchasing municipal securities which would not otherwise meet the Fund's
quality standards. The High Grade Tax Free Fund may also require insurance
when, in the opinion of the Adviser, such insurance would benefit the Fund
(for example, through improvement of portfolio quality or increased liquidity
of certain securities). The purpose of municipal bond insurance is to
guarantee the timely payment of principal at maturity and interest.

Securities in the High Grade Tax Free Fund's portfolio may be insured in one
of two ways: (1) by a policy applicable to a specific security, obtained by
the issuer of the security or by a third party ("Issuer-Obtained Insurance")
or (2) under master insurance policies issued by municipal bond insurers,
purchased by the Fund (the "Policies"). If a security's coverage is Issuer-
Obtained, then that security does not need to be covered in the Policies.

- ------------------------ OTHER INVESTMENT ------------------------
- ------------------------ POLICIES ------------------------

The Funds have adopted the following practices for specific types of
investments.

REPURCHASE AGREEMENTS

The Funds may invest in repurchase agreements. Repurchase agreements are
agreements by which a Fund purchases a security (usually U.S. government
securities) for cash and obtains a simultaneous commitment from the seller
(usually a bank or broker/dealer) to repurchase the security at an agreed-upon
price and specified future date. The repurchase price reflects an agreed-upon
interest rate for the time period of the agreement. The Funds' risk is the
inability of the seller to pay the agreed-upon price on the delivery date.
However, this risk is tempered by the ability of the Funds to sell the security
in the open market in the case of a default. In such a case, the Funds may
incur costs in disposing of the security which would increase Fund expenses.
The Adviser will monitor the creditworthiness of the firms with which the Funds
enter into repurchase agreements.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

LENDING OF PORTFOLIO SECURITIES

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

OPTIONS AND FUTURES

contracts directly to hedge its holdings of fixed income securities, it would
enter into contracts to deliver securities at an undetermined price (i.e., "go
short") to protect itself against the possibility that the prices of its fixed
income securities may decline during the Fund's anticipated holding period. A
Fund would "go long" (agree to purchase securities in the future at a
predetermined price) to hedge against a decline in market interest rates.

The Funds may enter into closing purchase and sale transactions in order to
terminate a futures contract and may buy or sell put and call options for the
purpose of closing out their options positions. The Funds' ability to enter
into closing transactions depends on the development and maintenance of a
liquid secondary market. There is no assurance that a liquid secondary market
will exist for any particular contract or at any particular time. As a result,
there can be no assurance that the Funds will be able to enter into an
offsetting transaction with respect to a particular contract at a particular
time. If the Funds are not able to enter into an offsetting transaction, the
Funds will continue to be required to maintain the margin deposits on the
contract and to complete the contract according to its terms, in which case it
would continue to bear market risk on the transaction.

RISK CHARACTERISTICS OF OPTIONS AND FUTURES

and options on financial futures contract positions depends on this secondary
market. If a Fund is unable to close out its position due to disruptions in
the market or lack of liquidity, the Fund may lose money on the futures
contract or option, and the losses to the Fund could be significant.

The following investment limitations cannot be changed without shareholder
approval.

BORROWING MONEY

SELLING SHORT

The High Grade Tax Free Fund will not make short sales of securities, except
in certain circumstances.

RESTRICTED AND ILLIQUID SECURITIES

The High Grade Tax Free Fund will not invest more than 10% of its total assets
in securities subject to restrictions on resale under federal securities laws.
The High Grade Tax Free Fund will not invest more than 15% of its net assets
in illiquid securities, including repurchase agreements providing for
settlement in more than seven days after notice, and certain restricted
securities not determined by the Trustees to be liquid.

NON-DIVERSIFICATION

Each of the Single State Municipal Bond Funds is a non-diversified portfolio
of an investment company and as such, there is no limit on the percentage of
assets which can be invested in any single issuer. An investment in a Fund,
therefore, will entail greater risk than would exist in a diversified
investment company because the higher percentage of investments among fewer
issuers may result in greater fluctuation in the total market value of the
Fund's portfolio.

Each of the Single State Municipal Bond Funds intends to comply with
Subchapter M of the Internal Revenue Code which requires that at the end of
each quarter of each taxable year, with regard to at least 50% of the Fund's
total assets, no more than 5% of the total assets may be invested in the
securities of a single issuer and that with respect to the remainder of the
Fund's total assets, no more than 25% of its total assets are invested in the
securities of a single issuer.

The following investment limitations may be changed by the Trustees without
shareholder approval.

RESTRICTED AND ILLIQUID SECURITIES

The Single State Municipal Bond Funds may not invest more than 15% of their
net assets in securities which are subject to restrictions on resale under
federal securities law. Certain restricted securities which the Trustees deem
to be liquid will be excluded from this limitation.

NEW ISSUERS

The Single State Municipal Bond Funds will not invest more than 5% of the
value of their total assets in securities of issuers (or guarantors, where
applicable) which have records of less than three years of continuous
operations, including the operation of any predecessor.

WARRANTS

The High Grade Tax Free Fund may not invest more than 5% of its assets in
warrants. No more than 2% of this 5% may be in warrants which are not listed
on the New York or American Stock Exchanges.

- ------------------------ SHAREHOLDER GUIDE ------------------------
- ------------------------ ------------------------

CLASSES OF INVESTMENT SHARES

You may select a method of purchasing Shares which is most beneficial to you by
choosing either Class A Shares or Class B Shares. Your decision will be based
on the amount of your intended purchase and how long you expect to hold the
Shares.

Each Fund offers two types of Investment Shares: Class A Shares and Class B
Shares. Each Share of the Fund represents an identical interest in the
investment portfolio of the Fund and has the same rights. The difference
between Class A Shares and Class B Shares is based on purchasing arrangements
and distribution and shareholder services expenses. Class A Shares have a sales
charge included at the time of purchase and are subject to a Rule 12b-1
distribution fee of 0.25 of 1%. This means that investors can purchase fewer
Class A Shares for the same initial investment than Class B Shares due to the
initial sales charge, but will receive higher dividends per Share due to the
lower distribution expenses. Class B Shares impose a maximum contingent
deferred sales charge ("CDSC") of 5%. In addition, Class B Shares impose a CDSC
on most redemptions made within seven years of purchase, and have higher
distribution costs resulting from a Rule 12b-1 distribution fee of 0.75 of 1%
and a shareholder services fee of 0.25 of 1%. In addition, at the end of the
seven year period, Class B Shares may automatically convert to Class A Shares
and thus be subject to lower Rule 12b-1 distribution fees. This means that
investors may purchase more Class B Shares than Class A Shares for the same
initial investment, but will receive lower dividends per Share.

Investors should consider whether, during the anticipated life of their
investment in the Funds, the accumulated Rule 12b-1 fees and the CDSC and
shareholder services fee on Class B Shares would be less than the initial sales
charge and accumulated Rule 12b-1 fees on Class A Shares purchased at the same
time. Investors must also consider how that differential would be offset by the
higher yield of Class A Shares.

SHARE PRICE CALCULATION

Purchases, redemptions, and exchanges are all based on net asset value. (The
purchase price of Class A Shares adds an applicable sales charge, and the
redemption proceeds of Class B Shares deduct an applicable CDSC.) The net asset
value is determined at 4:00 p.m. (Eastern time), Monday through Friday, except
on: (i) days on which there are not sufficient changes in the value of a 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. The net asset value is computed by adding cash and other assets
to the closing market value of all securities owned, subtracting liabilities
and dividing the result by the number of outstanding Shares. The net asset
value will vary each day depending on purchases and redemptions. Expenses and
fees, including the management fee, are accrued daily and taken into account
for the purpose of determining net asset value.

The net asset value of Y Shares of a Fund may differ slightly from that of
Class A Shares and Class B Shares of the same Fund due to the variability in
daily net income resulting from different distribution charges and shareholder
services fees (in the case of Class B Shares) for each class of shares. The net
asset value for each Fund will fluctuate for all three classes.

PERFORMANCE INFORMATION

A Fund's performance may be quoted in terms of total return, yield, or tax
equivalent yield. Performance information is historical and is not intended to
indicate future results.

From time to time, the Funds may make available certain information about the
performance of Class A Shares and Class B Shares. It is generally reported
using total return, yield, and tax equivalent yield.

Yield shows how much income an investment generates. It refers to the Fund's
income over a 30-day period expressed as a percentage of the Fund's Share
price. The yields of Class A Shares and Class B Shares are calculated by
dividing the sum of all interest and dividend income (less Fund expenses) over
a 30-day period by the offering price per Share on the last day of the period.
The number is then annualized using semi-annual compounding.

The yield and tax equivalent yield do not necessarily reflect income actually
earned by Class A Shares and Class B Shares of the Funds and, therefore, may
not correlate to the dividends or other distributions paid to shareholders.

Performance information for the Class A Shares and Class B Shares reflects the
effect of a sales charge which, if excluded, would increase the total return,
yield, and tax equivalent yield.

Total return, yield, and tax equivalent yield will be calculated separately for
Class A Shares, Class B Shares, and Y Shares of a Fund. Because Class A Shares
are subject to a Rule 12b-1 fee and Class B Shares are subject to a Rule 12b-1
fee and a shareholder services fee, the yield and tax equivalent yield will be
lower than that of Y Shares. The sales load applicable to Class A Shares also
contributes to a lower total return for Class A Shares. In addition, Class B
Shares are subject to similar non-recurring charges, such as the CDSC, which,
if excluded, would increase the total return for Class B Shares.

From time to time, a Fund may advertise its performance using certain rankings
published in financial publications and/or compare its performance to certain
indices.

- ------------------------ HOW TO BUY ------------------------
- ------------------------ SHARES ------------------------

MINIMUM INVESTMENT

WHAT SHARES COST

Class A Shares are sold at their net asset value plus a sales charge as
follows:

Sales charges may be reduced in some cases. You may be entitled to a reduction
if: (1) you make a single large purchase, (2) you, your spouse and/or children
(under 21 years) make Fund purchases on the same day, (3) you make an
additional purchase to add to an existing account, (4) you sign a letter of
intent indicating your intention to purchase at least $100,000 of Shares over
the next 13 months, (5) you reinvest in a Fund within 30 days of redemption, or
(6) you combine purchases of two or more First Union Funds which include front-
end sales charges. In addition, no front-end sales charges are imposed on Class
A shares purchased by institutional investors, which may include bank trust
departments and registered investment advisers, and through qualified and non-
qualified employee benefit and savings plans which make shares of the First
Union Funds available to their participants, and which: (a) are employee
benefit plans having at least $1,000,000 in investable assets, or 250 or more
eligible participants; or (b) are non-qualified benefit or profit sharing plans
which are sponsored by an organization which also makes the First Union Funds
available through a qualified plan meeting the criteria specified under (a).
Payments may be made to broker-dealers or other financial intermediaries whose
employee benefit plan clients purchase shares under the foregoing front-end
sales charge exemption in an amount up to .50 of 1% of the net asset value of
shares purchased. These payments are subject to reclaim in the event shares are
redeemed within 12 months after purchase. In all of these cases, you must
notify the distributor of your intentions in writing in order to qualify for a
sales charge reduction. For more information, consult the Funds' Statements of
Additional Information or the distributor.

Year of Redemption Contingent Deferred
After Purchase Sales Charge
- ------------------ -------------------
First 5.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh 1.0%

No CDSC will be imposed on: (1) the portion of redemption proceeds
attributable to increases in the value of the account due to increases in the
net asset value per Share, (2) Shares acquired through reinvestment of
dividends and capital gains, (3) Shares held for more than seven years after
the end of the calendar month of acquisition, (4) accounts following the death
or disability of a shareholder, or (5) minimum required distributions to a
shareholder over the age of 70 1/2 from an IRA or other retirement plan.

CONVERSION FEATURE

Class B Shares include all Shares purchased pursuant to the deferred sales
charge alternative which have been outstanding for less than the period ending
seven years after the end of the month in which the shareholder's order to
purchase Class B Shares was accepted. At the end of this seven year period,
Class B Shares may automatically convert to Class A Shares, in which case the
Shares will no longer be subject to the higher Rule 12b-1 distribution fee
which is assessed on Class B Shares. Such conversion will be on the basis of
the relative net asset values of the two classes, without the imposition of
any sales load, fee, or other charge. The purpose of the conversion feature is
to relieve the holders of the Class B Shares that have been outstanding for a
period of time sufficient for the distributor to have been compensated for
distribution expenses related to the Class B Shares from most of the burden of
such distribution-related expenses.

BY TELEPHONE OR IN PERSON

You may purchase Class A Shares and Class B Shares by telephone from the
Mutual Funds Group of FUBS at 1-800-326-3241 or you may place the order in
person at any First Union branch location. Shares are sold on days on which
the New York Stock Exchange and the Federal Reserve Wire System are open for
business.

METHOD OF PAYMENT

SHAREHOLDER ACCOUNTS

As transfer agent for the Funds, Federated Services Company of Pittsburgh,
Pennsylvania, with offices in Boston, Massachusetts, maintains a Share account
for each shareholder of record. Share certificates are not issued, except with
respect to investors who invest $1,000,000 or more in Class A Shares of the
Florida Municipal Bond Fund. In such case, share certificates may be issued
upon request by contacting the Fund.

MINIMUM BALANCE

DEALER CONCESSION

From time to time, the distributor will conduct sales programs or contests that
compensate brokers with cash or non-cash items, such as merchandise and
attendance at sales seminars in resort locations. The cost of such compensation
is borne by the distributor and is not a Fund expense.

HOW TO CONVERT
- ------------------------ YOUR INVESTMENT ------------------------
- ------------------------ FROM ONE FIRST ------------------------
UNION FUND TO
ANOTHER FIRST UNION FUND

As a shareholder, you have the privilege of exchanging your Shares for shares
of another First Union Fund.

As long as the First Union Fund in which you are invested will not be adversely
affected, you may switch among the First Union Funds within the Trust. Before
the exchange, you must call FUBS at 1-800-326-3241 to receive a prospectus for
the First Union Fund into which you want to exchange. Read the prospectus
carefully. Each exchange represents the sale of shares of one First Union Fund
and the purchase of shares in another First Union Fund, which may produce a
gain or loss for tax purposes.

You may exchange Class A Shares of one First Union Fund for Class A Shares of
any other First Union Fund, or Class B Shares of one First Union Fund for Class
B Shares of any other First Union Fund by calling toll free 1-800-326-3241 or
by writing to FUBS. Telephone exchange instructions may be recorded. Shares
purchased by check are eligible for exchange after the check clears, which
could take up to seven days after receipt of the check. Exchanges are subject
to the $1,000 minimum initial purchase requirement for each First Union Fund.

An exchange order must comply with the requirements for a redemption and
purchase order and must specify the dollar value or number of shares to be
exchanged. Once the order is received, the Shares already owned will be
redeemed at current net asset value, and shares of the other First Union Fund
will be purchased at their net asset value determined after the exchange
request is received. Orders for exchanges received by a First Union Fund prior
to 4:00 p.m. (Eastern time) on any day the First Union Funds are open for
business will be executed as of the close of business that day. Orders for
exchanges received after 4:00 p.m. (Eastern time) on any business day will be
executed at the close of the next business day.

The exchange of Class B Shares will not be subject to a CDSC. However, if the
shareholder redeems Class B Shares within seven years of the original purchase,
a CDSC will be imposed. For purposes of computing the CDSC, the length of time
the shareholder has owned Class B Shares will be measured from the date of
original purchase and will not be affected by the exchange.

If reasonable procedures are not followed by a Fund, it may be liable for
losses due to unauthorized or fraudulent telephone instructions.

EXCHANGE RESTRICTIONS

- ------------------------ HOW TO ------------------------
- ------------------------ REDEEM SHARES ------------------------

Shares are redeemed at their net asset value next determined after a proper
redemption request has been received, less, in the case of Class B Shares, any
applicable CDSC.

You may redeem Shares in three ways: (1) by telephoning FUBS at 1-800-326-3241,
(2) by written request to FUBS or Federated Services Company, c/o State Street
Bank and Trust Company, P.O. Box 8609, Boston, Massachusetts, 02266-8609, or
(3) in person at First Union. Telephone redemption instructions may be
recorded.

The Funds redeem Shares at their net asset value next determined after a Fund
receives the redemption request. Redemptions will be made on days on which a
Fund computes the net asset value of 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. Proceeds will be wired to the
shareholder's account at First Union or a check will be sent to the address of
record, normally within five (but in no case longer than seven) days after a
proper request for redemption has been received.

If reasonable procedures are not followed by a Fund, it may be liable for
losses due to unauthorized or fraudulent telephone instructions.

- ------------------------ ADDITIONAL ------------------------
- ------------------------ SHAREHOLDER ------------------------
SERVICES

TELEPHONE SERVICES

SYSTEMATIC INVESTMENT PLAN

You may arrange for systematic monthly or quarterly investments in your account
in amounts of $25 or more by directly debiting your bank account.

SYSTEMATIC CASH WITHDRAWAL PLAN

meet withdrawal payments. All participants must elect to have their dividends
and capital gain distributions reinvested automatically. Any applicable Class B
Shares CDSC will be waived with respect to redemptions occurring under a
Systematic Cash Withdrawal Plan during a calendar year to the extent that such
redemptions do not exceed 10% of (i) the initial value of the account, plus
(ii) the value, at the time of purchase, of any subsequent investments.

- ------------------------ MANAGEMENT ------------------------
- ------------------------ OF FIRST ------------------------
UNION FUNDS

INVESTMENT ADVISER

Professional investment supervision for the Funds is provided by the investment
adviser, the Capital Management Group of First Union.

Robert S. Drye is a Vice President of First Union National Bank of North
Carolina, N.A., and has been with First Union since 1968. Since 1989, Mr. Drye
has served as a portfolio manager for several of the First Union Funds and for
certain common trust funds. Prior to 1989, Mr. Drye worked as a marketing
specialist with FUBS. Mr. Drye has managed the South Carolina Municipal Bond
Fund since its inception in January 1994. In addition, Mr. Drye has been the
portfolio manager for the Florida Municipal Bond Fund since its inception in
July 1993. Mr. Drye has also managed the High Grade Tax Free Fund since its
inception in February 1992.

Charles E. Jeanne joined First Union National Bank of North Carolina, N.A. in
July 1993. Prior to joining First Union, Mr. Jeanne served as a
trader/portfolio manager for First American Bank where he was responsible for
individual accounts and common trust funds. Mr. Jeanne has been the portfolio
manager for the Virginia Municipal Bond Fund since its inception in July 1993.

DISTRIBUTION OF INVESTMENT SHARES

FSC, a subsidiary of Federated Investors, is the principal distributor for the
Funds. It is a Pennsylvania corporation organized on November 14, 1969, and is
the principal distributor for a number of investment companies.

Each Investment Shares Class of a Fund has adopted a separate plan for
distribution of Shares permitted by Rule 12b-1 under the Investment Company Act
of 1940 (the "Plans"), whereby each Fund has authorized a daily expense ("Rule
12b-1 fee") at an annual rate of 0.75 of 1% of the average daily net asset
value of the Fund's respective class to finance the sale of Shares. It is
currently intended that annual Rule 12b-1 fees will be limited for the
foreseeable future to payments to the distributor equal to 0.25 of 1% for Class
A Shares and 0.75 of 1% for Class B Shares of each Fund's respective average
daily net asset value.

The Funds make no payments in connection with the sale of Shares other than the
Rule 12b-1 fees paid to the distributor. The distributor, however, may pay a
sales commission to brokers (including FUBS) in connection with the sale of
Class B Shares. Except as set forth in the next paragraph, the Funds do not pay
for unreimbursed expenses of the distributor. Since the Funds' Plans are
"compensation" type plans, however, future Rule 12b-1 fees may permit recovery
of such amounts or may result in a profit to the distributor.

The distributor may sell, assign, or pledge its right to receive Rule 12b-1
fees and CDSCs to finance payments made to brokers (including FUBS) in
connection with the sale of Class B Shares. First Union Corporation currently
serves as principal lender in this financing program. Actual distribution
expenses for Class B Shares at any given time may exceed the Rule 12b-1 fees
and payments received pursuant to CDSCs. These unrecovered amounts, plus
interest thereon, will be carried forward and paid from future Rule 12b-1 fees
and payments received through CDSCs. If a Plan were terminated or not
continued, the Funds would not be contractually obligated to pay for any
expenses not previously reimbursed by the Funds or recovered through CDSCs.

FUND ADMINISTRATION

The Funds may pay a shareholder servicing agent (the "Shareholder Servicing
Agent") a fee based on average daily net asset value for Class B Shares of the
Funds for which the Shareholder Servicing Agent provides shareholder services.
As such, the Shareholder Servicing Agent provides shareholder services which
include, but are not limited to, distributing prospectuses and other
information, providing shareholder assistance, and communicating or
facilitating purchases and redemptions of Class B Shares. The Funds may pay the
Shareholder Servicing Agent a fee equal to 0.25 of 1% of the average daily net
asset value of Class B Shares for which the Shareholder Servicing Agent
provides shareholder services. The Shareholder Servicing Agent may voluntarily
choose to waive all or portion of its fee at any time. First Union Brokerage
Services, First Union, and other financial institutions may serve as
Shareholder Servicing Agent.

State Street Bank and Trust Company, Boston, Massachusetts, serves as custodian
for the securities and cash of the Funds.

Federated Services Company, Pittsburgh, Pennsylvania, a subsidiary of Federated
Investors, serves as transfer agent and provides dividend disbursement and
other shareholder services for the Funds.

Legal counsel to those Trustees who are not "interested persons" of the Trust
as defined in the Investment Company Act of 1940, is provided by Sullivan &
Worcester, Washington, D.C.

The independent auditors for the Trust are KPMG Peat Marwick LLP, Pittsburgh,
Pennsylvania.

- ------------------------ FEES AND EXPENSES ------------------------
- ------------------------ ------------------------

Each Fund pays annual advisory and administrative fees and certain expenses.

ADVISORY AND ADMINISTRATIVE FEES

For managing their investment and business affairs, the Funds pay an annual fee
to First Union. The Adviser receives an annual investment advisory fee equal to
0.50 of 1% of each of the Funds' average daily net assets. The Adviser may
voluntarily choose to waive a portion of its fee or reimburse the Funds for
certain operating expenses.

The Trust also pays a fee for administrative services. FAS provides these at an
annual rate as specified below:

Unless waived, the administrative fee received during any fiscal year shall
aggregate at least $50,000 per First Union Fund.

EXPENSES OF THE FUNDS AND INVESTMENT SHARES

The Funds' expenses under the Rule 12b-1 Plans are incurred solely by the Class
A Shares and Class B Shares. In addition, the Funds' expenses under the
Shareholder Services Plan are incurred solely by the Class B Shares. The
Trustees reserve the right to allocate certain expenses to holders of Shares as
they deem appropriate ("Class Expenses"). In any case, Class Expenses would be
limited to: Rule 12b-1 fees; shareholder services fees; transfer agent fees;
printing and postage expenses; registration fees; and administrative, legal and
Trustees' fees. Presently, all Fund expenses, other than Rule 12b-1 fees and
shareholder services fees, are allocated based upon the average daily net
assets of each class of a Fund.

- ------------------------ SHAREHOLDER ------------------------
- ------------------------ RIGHTS AND ------------------------
PRIVILEGES

VOTING RIGHTS

Each Share of a Fund is entitled to one vote in Trustee elections and other
voting matters submitted to shareholders. All shares of all classes of each
First Union Fund in the Trust have equal voting rights, except that in matters
affecting only a particular First Union Fund or class, only shares of that
First Union Fund or class are entitled to vote. As of February 7, 1995, First
Union National Bank, Charlotte, North Carolina, acting in various capacities
for numerous accounts, was the owner of record of approximately 133,591.799
Shares (67.297%) of the Florida Municipal Bond Fund--Y Shares; approximately
132,561.656 Shares (99.934%) of the Georgia Municipal Bond Fund--Y Shares;
approximately 13,856.813 Shares (56.260%) of the South Carolina Municipal Bond
Fund--Y Shares; approximately 33,347.986 Shares (73.387%) of the Virginia
Municipal Bond Fund--Y Shares; and 398,873.093 Shares (91.900%) of the High
Grade Tax Free Fund--Y Shares; and First Union National Bank--Capital
Management Group, for the exclusive benefit of Lawrence and Jean Farry,
Charlotte, North Carolina, owned approximately 6,314.849 Shares (25.639%) of
the South Carolina Municipal Bond Fund--Y Shares; and, for the exclusive
benefit of Thomas B. Carr and Louise B. Carr of Wylie, South Carolina, owned
approximately 16,326.787 Shares (44.738%) of the South Carolina Municipal Bond
Fund--Class A Investment Shares; and therefore, may, for certain purposes, be
deemed to control such Funds and be able to affect the outcome of certain
matters presented for a vote of shareholders.

MASSACHUSETTS PARTNERSHIP LAW

EFFECT OF BANKING LAWS

The Glass-Steagall Act and other banking laws and regulations presently
prohibit banks or non-bank affiliates of member banks of the Federal Reserve
System from sponsoring, organizing, controlling, or distributing the shares of
a registered, open-end investment company continuously engaged in the issuance
of its shares. Further, they prohibit banks from issuing, underwriting, 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 customer. The Adviser,
First Union, is subject to and in compliance with such banking laws and
regulations.

Sullivan & Cromwell has advised First Union that First Union may perform the
services for the Funds set forth in the investment advisory agreement, this
prospectus, and the Statements of Additional

Information without violation of the Glass-Steagall Act or other applicable
federal banking laws or regulations. Such counsel has pointed out, however,
that changes in federal statutes and regulations relating to the permissible
activities of banks, as well as further judicial or administrative decisions or
interpretations of such statutes and regulations, could prevent First Union
from continuing to perform such services for the Funds or from continuing to
purchase Shares for the accounts of its customers. If First Union were
prohibited from acting as investment adviser to the Funds, it is expected that
the Trustees would recommend to the Funds' shareholders that they approve a new
investment adviser selected by the Trustees. It is not expected that the Funds'
shareholders would suffer any adverse financial consequences (if another
adviser with equivalent abilities to First Union is found) as a result of any
of these occurrences.

- ------------------------ DISTRIBUTIONS ------------------------
- ------------------------ AND TAXES ------------------------

Each Fund pays out as dividends substantially all of its net investment income
(dividends and interest on its investments) and net realized short-term gains.
DIVIDENDS

CAPITAL GAINS

Any net long-term capital gains realized by the Funds will be distributed at
least once every 12 months.

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

Income dividends and capital gains distributions are taxable as described
below.

FEDERAL INCOME TAX

items not included in regular taxable income and reduced by only a portion of
the deductions allowed in the calculation of the regular tax.

These tax consequences apply whether dividends are received in cash or as
additional Shares. Information on the tax status of dividends and distributions
is provided annually.

ADDITIONAL TAX INFORMATION FOR SHAREHOLDERS OF THE FLORIDA MUNICIPAL BOND FUND

Florida currently imposes an intangibles tax at the annual rate of 0.20% on
certain securities and other intangible assets owned by Florida residents.
Certain types of tax exempt securities of Florida issuers, U.S. government
securities and tax exempt securities issued by certain U.S. territories and
possessions are exempt from this intangibles tax. Shares of the Florida
Municipal Bond Fund will also be exempt from the Florida intangibles tax if the
portfolio consists exclusively of securities exempt from the intangibles tax on
the last business day of the calendar year. If the portfolio consists of any
assets which are not so exempt on the last business day of the calendar year,
however, only the portion of the Shares of the Florida Municipal Bond Fund
which relate to securities issued by the United States and its

possessions and territories will be exempt from the Florida intangibles tax,
and the remaining portion of such Shares will be fully subject to the
intangibles tax, even if they partly relate to Florida tax exempt securities.

ADDITIONAL TAX INFORMATION FOR SHAREHOLDERS OF THE GEORGIA MUNICIPAL BOND FUND

Under existing Georgia law, shareholders of the Georgia Municipal Bond Fund
will not be subject to individual or corporate Georgia income taxes on
distributions from the Georgia Municipal Bond Fund to the extent that such
distributions represent exempt-interest dividends for federal income tax
purposes that are attributable to (1) interest-bearing obligations issued by or
on behalf of the State of Georgia or its political subdivisions, or (2)
interest on obligations of the United States or of any other issuer whose
obligations are exempt from state income taxes under federal law.
Distributions, if any, derived from capital gains or other sources generally
will be taxable for Georgia income tax purposes to shareholders of the Georgia
Municipal Bond Fund who are subject to the Georgia income tax. For purposes of
the Georgia intangibles tax, Shares of the Georgia Municipal Bond Fund likely
are taxable (at the rate of 10 cents per $1,000 in value of the Shares held on
January 1 of each year) to shareholders who are otherwise subject to such tax.

ADDITIONAL TAX INFORMATION FOR SHAREHOLDERS OF THE NORTH CAROLINA MUNICIPAL
BOND FUND

Under existing North Carolina law, shareholders of the North Carolina Municipal
Bond Fund will not be subject to individual or corporate North Carolina income
taxes on distributions from the North Carolina Municipal Bond Fund to the
extent that such distributions represent exempt-interest dividends for federal
income tax purposes that are attributable to (1) interest on obligations issued
by North Carolina and political subdivisions thereof or (2) interest on
obligations of the United States or its territories or possessions.
Distributions, if any, derived from capital gains or other sources generally
will be taxable for North Carolina income tax purposes to shareholders of the
North Carolina Municipal Bond Fund who are subject to the North Carolina income
tax.

North Carolina currently imposes an intangibles tax (at the rate of 25 cents
per $100 in value of the shares held on December 31 of each year) on all shares
of stock, including mutual funds. However, shareholders of North Carolina
Municipal Bond Fund may exclude from share value that proportion of the total
share value which is attributable to direct obligations of the State of North
Carolina, its subdivisions, and the United States held in the North Carolina
Municipal Bond Fund as of December 31 of the taxable year. The North Carolina
Municipal Bond Fund will annually furnish to its shareholders a statement
supporting the proper allocation.

ADDITIONAL TAX INFORMATION FOR SHAREHOLDERS OF THE SOUTH CAROLINA MUNICIPAL
BOND FUND

ADDITIONAL TAX INFORMATION FOR SHAREHOLDERS OF THE VIRGINIA MUNICIPAL BOND FUND

- ------------------------ OTHER CLASSES ------------------------
- ------------------------ OF SHARES ------------------------

First Union Tax-Free Funds offer three classes of shares: Class A Shares and
Class B Shares for individuals and other customers of First Union and Y Shares
for institutional investors.

Y Shares are sold to accounts for which First Union or other financial
institutions act in a fiduciary or agency capacity at net asset value without a
sales charge at a minimum investment of $1,000. Y Shares are not sold pursuant
to a Rule 12b-1 plan.

The amount of dividends payable to Class A Shares and Class B Shares will be
less than those payable to Y Shares by the difference between Class Expenses
and distribution and shareholder services expenses borne by the shares of each
respective class.

- --------------------- SHAREHOLDER REPORTS ---------------------
- --------------------- ---------------------

Shareholders receive, in addition to their account statements, periodic reports
highlighting relevant financial information for the Trust and the Funds,
including investment results and changes in portfolio holdings. In order to
reduce the volume of mail that shareholders receive, and to reduce the Funds'
postage expenses, only one copy of most Fund reports and annual prospectus
updates are mailed to each shareholder household (same surname, same address).
In the event that a shareholder wishes to receive additional reports or
prospectuses, the shareholder should either call FUBS at 1-800-326-3241, or
write the Trust.