SIGNET SELECT FUNDS
497, 1994-07-07
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TAX-FREE MONEY MARKET FUND
(A PORTFOLIO OF SIGNET SELECT FUNDS)
    
PROSPECTUS

   
The shares of Tax-Free Money Market Fund (the "Fund") offered by this prospectus
represent  interests in a non-diversified portfolio  of Signet Select Funds (the
"Trust"), an open-end management  investment company (a  mutual fund). The  Fund
invests  in municipal securities  to achieve current  income exempt from federal
income tax consistent with stability of principal and liquidity.
    

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF  SIGNET
TRUST  COMPANY OR SIGNET  BANK, ARE NOT  ENDORSED OR GUARANTEED  BY SIGNET TRUST
COMPANY OR  SIGNET  BANK,  AND  ARE  NOT  INSURED  OR  GUARANTEED  BY  THE  U.S.
GOVERNMENT,  THE  FEDERAL  DEPOSIT INSURANCE  CORPORATION,  THE  FEDERAL RESERVE
BOARD, OR  ANY OTHER  GOVERNMENT  AGENCY. INVESTMENT  IN THESE  SHARES  INVOLVES
INVESTMENT  RISKS INCLUDING  POSSIBLE LOSS  OF PRINCIPAL.  THE FUND  ATTEMPTS TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE; THERE CAN BE NO  ASSURANCE
THAT THE FUND WILL BE ABLE TO DO SO.

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

   
The Fund has  also filed a  Statement of Additional  Information dated June  20,
1994,  with the Securities and Exchange Commission. The information contained in
the Statement of Additional Information  is incorporated by reference into  this
prospectus.  You may request  a copy of the  Statement of Additional Information
free of charge, obtain  other information, or make  inquiries about the Fund  by
writing to the Fund or calling toll-free 1-800-723-9512.
    

Signet  Asset Management, a division of  Signet Trust Company, is the investment
adviser to the  Fund. The  Fund is  distributed by  Federated Securities  Corp.,
which is not affiliated with Signet Trust Company.

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.

   
Prospectus dated June 20, 1994
    

<PAGE>
TABLE OF CONTENTS
- -----------------------------------------------------

<TABLE>
<S>                                      <C>
SUMMARY OF FUND EXPENSES                         1
- --------------------------------------------------
GENERAL INFORMATION                              2
- --------------------------------------------------
INVESTMENT INFORMATION                           2
- --------------------------------------------------
  Investment Objective                           2
  Investment Policies                            2
  Municipal Securities                           5
  Investment Risks                               5
  Non-Diversification                            6
  Investment Limitations                         6
  Regulatory Compliance                          6
SIGNET SELECT FUNDS INFORMATION                  6
- --------------------------------------------------
  Management of the Trust                        6
  Distribution of the Fund                       7
  Administration of the Fund                     8
  Expenses of the Fund                           9

NET ASSET VALUE                                  9
- --------------------------------------------------
INVESTING IN THE FUND                            9
- --------------------------------------------------
  Share Purchases                                9
  Systematic Investment Program                 10
  Minimum Investment Required                   10
  What Shares Cost                              10
  Certificates and Confirmations                10
  Dividends                                     11
  Capital Gains                                 11

EXCHANGE PRIVILEGE                              11
- --------------------------------------------------
REDEEMING SHARES                                12
- --------------------------------------------------
  Contingent Deferred Sales Charge              13
  Systematic Withdrawal Program                 14
  Accounts with Low Balances                    14

SHAREHOLDER INFORMATION                         15
- --------------------------------------------------
  Voting Rights                                 15
  Massachusetts Partnership Law                 15

EFFECT OF BANKING LAWS                          15
- --------------------------------------------------
TAX INFORMATION                                 16
- --------------------------------------------------
  Federal Income Tax                            16
  State and Local Taxes                         17

PERFORMANCE INFORMATION                         17
- --------------------------------------------------
ADDRESSES                                       18
- --------------------------------------------------
</TABLE>

                                       I

<PAGE>
SUMMARY OF FUND EXPENSES
- ---------------------------------------------------------

                        SHAREHOLDER TRANSACTION EXPENSES

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

                         ANNUAL FUND OPERATING EXPENSES
                (AS A PERCENTAGE OF PROJECTED AVERAGE NET ASSETS)

<TABLE>
<S>
    <C>
Management
Fee................................................................    0.50%
12b-1 Fees (after waiver)
(1)................................................................    0.00%
Total Other
Expenses...........................................................    0.39%
    Total Operating
Expenses*..........................................................    0.89%
</TABLE>

(1)  As of the date of this prospectus, the Fund is not paying or accruing 12b-1
     fees.  The Fund will not accrue or pay 12b-1 fees until a separate class of
     shares has been created for  certain institutional investors. The Fund  can
     pay up to 0.35% as a 12b-1 fee to the distributor.

*Total  Operating Expenses are based on average expenses expected to be incurred
during the fiscal  year ending  September 30, 1994.  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 SHARES OF  THE FUND WILL BEAR,  EITHER
DIRECTLY  OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND
EXPENSES, SEE "INVESTING IN THE FUND" AND "SIGNET SELECT FUNDS INFORMATION."

<TABLE>
<S>                                                       <C>        <C>
EXAMPLE                                                    1 YEAR     3 YEARS
                                                          ---------  ---------
You would pay the following expenses on a $1,000
investment assuming (1) 5% annual return and (2)
redemption at the end of each time period+..............     $9         $28
</TABLE>

   
 +   A contingent deferred sales charge of 2.00% will be imposed only in limited
     circumstances in which the shares being redeemed were acquired in  exchange
     for  Investment  Shares  in  those  Signet  Select  Funds  which  charge  a
     contingent deferred sales charge. The  contingent deferred sales charge  is
     2.00%  of the lesser of the original  purchase price or the net asset value
     of the shares redeemed within five years  of the purchase date. For a  more
     complete description, see "Redeeming Shares."
    

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 FUND'S FISCAL YEAR ENDING SEPTEMBER 30, 1994.

                                       1
<PAGE>
GENERAL INFORMATION
- ---------------------------------------------------------

The  Trust was established as a Massachusetts business trust under a Declaration
of Trust dated  June 20, 1990.  The Declaration  of Trust permits  the Trust  to
offer separate series of shares of beneficial interest representing interests in
separate  portfolios  of securities.  The  shares in  any  one portfolio  may be
offered in separate classes. With respect to  this Fund, as of the date of  this
prospectus,  the  Board of  Trustees  (the "Board"  or  the "Trustees")  has not
established separate classes of shares.  The Fund is designed for  institutional
and  retail customers of Signet Bank and its affiliates as a convenient means of
accumulating an interest in a professionally managed, non-diversified  portfolio
investing  primarily in short-term municipal securities.  The Trust may not be a
suitable investment  for  retirement  plans  because  it  invests  in  municipal
securities. A minimum initial investment of $1,000 is required.

The  Fund  attempts to  stabilize  the value  of a  share  at $1.00.  Shares are
currently sold and redeemed at that price.

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

INVESTMENT OBJECTIVE

The investment  objective of  the Fund  is current  income exempt  from  federal
income tax consistent with stability of principal and liquidity. This investment
objective  cannot be  changed without  shareholder approval.  While there  is no
assurance that the Fund will achieve  its investment objective, it endeavors  to
do so by following the investment policies described in this prospectus.

INVESTMENT POLICIES

   
The  Fund  pursues  its investment  objective  by  investing in  a  portfolio of
municipal securities (as  defined below)  maturing in 13  months or  less. As  a
matter  of  investment  policy,  which  cannot  be  changed  without shareholder
approval, at least 80% of the Fund's annual interest income will be exempt  from
federal  income tax (including alternative minimum tax). The average maturity of
the securities in  the Fund's  portfolio, computed on  a dollar-weighted  basis,
will  be 90 days or less. Unless indicated otherwise, investment policies may be
changed by  the  Trustees without  shareholder  approval. Shareholders  will  be
notified before any material change in these policies becomes effective.
    

ACCEPTABLE  INVESTMENTS.  The Fund invests  primarily in debt obligations issued
by or on behalf  of states, territories, and  possessions of the United  States,
including  the District of Columbia, and  any political subdivision or financing
authority of any of these, the income from which is, in the opinion of qualified
legal counsel, exempt from federal income tax ("Municipal Securities"). Examples
of Municipal Securities include, but are not limited to:

    - tax and revenue  anticipation notes  ("TRANs") issued  to finance  working
      capital needs in anticipation of receiving taxes or other revenues;

    - bond  anticipation  notes  ("BANs")  that are  intended  to  be refinanced
      through a later issuance of longer-term bonds;

    - municipal commercial paper and other short-term notes;

                                       2
<PAGE>
    - variable rate demand notes;

    - municipal bonds (including bonds having serial maturities and pre-refunded
      bonds) and leases;

    - construction loan notes insured by the Federal Housing Administration  and
      financed by the Federal or Government National Mortgage Associations; and

    - participation,  trust, and partnership  interests in any  of the foregoing
      obligations.

    VARIABLE RATE DEMAND NOTES.  Variable  rate demand notes are long-term  debt
    instruments  that have variable  or floating interest  rates and provide the
    Fund with the  right to  tender the security  for repurchase  at its  stated
    principal  amount  plus  accrued interest.  Such  securities  typically bear
    interest at a rate that is intended to cause the securities to trade at par.
    The interest rate  may float or  be adjusted at  regular intervals  (ranging
    from  daily to annually),  and is normally  based on an  interest index or a
    stated percentage of a prime rate  or another published rate. Most  variable
    rate demand notes allow the Fund to demand the repurchase of the security on
    not  more than seven days prior notice.  Other notes only permit the Fund to
    tender the security at the time of each interest rate adjustment or at other
    fixed intervals. See "Demand Features." The Fund treats variable rate demand
    notes as  maturing on  the  later of  the date  of  the next  interest  rate
    adjustment  or the date on  which the Fund may  next tender the security for
    repurchase.

    PARTICIPATION INTERESTS.    The Fund  may  purchase interests  in  Municipal
    Securities  from financial  institutions such  as commercial  and investment
    banks,  savings  and  loan  associations,  and  insurance  companies.  These
    interests  may take  the form of  participations, beneficial  interests in a
    trust, partnership interests or  any other form  of indirect ownership  that
    allows  the Fund  to treat  the income  from the  investment as  exempt from
    federal income tax.  The Fund  invests in these  participation interests  in
    order  to obtain  credit enhancement  or demand  features that  would not be
    available through direct ownership of the underlying Municipal Securities.

    MUNICIPAL LEASES.   Municipal  leases are  obligations issued  by state  and
    local governments or authorities to finance the acquisition of equipment and
    facilities.  They  may take  the form  of a  lease, an  installment purchase
    contract, a conditional sales contract,  or a participation interest in  any
    of the above.

RATINGS.   The municipal securities  in which the Fund  invests must be rated in
one of the two  highest short-term rating categories  by one or more  nationally
recognized  statistical rating organizations ("NRSROs").  An NRSRO's two highest
rating  categories  are  determined   without  regard  for  sub-categories   and
gradations.  For example,  securities rated SP-1+,  SP-1, or SP-2  by Standard &
Poor's Corporation ("S&P"), MIG-1  or MIG-2 by  Moody's Investors Service,  Inc.
("Moody's"),  or  FIN-1+,  FIN-1, and  FIN-2  by Fitch  Investors  Service, Inc.
("Fitch") are all considered rated in  one of the two highest short-term  rating
categories. The Fund will follow applicable regulations in determining whether a
security  rated by more than one NRSRO can be treated as being in one of the two
highest short-term rating categories; currently,  such securities must be  rated
by  two NRSROs in  one of their  two highest rating  categories. See "Regulatory
Compliance."

                                       3
<PAGE>
CREDIT ENHANCEMENT.  Certain of the Fund's acceptable investments may be  credit
enhanced  by  a guaranty,  letter of  credit, or  insurance. The  Fund typically
evaluates the credit  quality and  ratings of credit  enhanced securities  based
upon  the  financial condition  and ratings  of the  party providing  the credit
enhancement (the "credit  enhancer"), rather  than the  issuer. However,  credit
enhanced  securities will  not be  treated as having  been issued  by the credit
enhancer for diversification purposes,  unless the Fund  has invested more  than
10%  of its assets in securities issued, guaranteed or otherwise credit enhanced
by the credit enhancer, in which case  the securities will be treated as  having
been  issued  by  both  the  issuer and  the  credit  enhancer.  The bankruptcy,
receivership, or  default  of the  credit  enhancer will  adversely  affect  the
quality and marketability of the underlying security.

DEMAND  FEATURES.  The Fund may acquire  securities that are subject to puts and
standby commitments  ("demand features")  to purchase  the securities  at  their
principal  amount (usually with accrued interest) within a fixed period (usually
seven days) following a demand by the Fund. The demand feature may be issued  by
the  issuer of  the underlying  securities, a  dealer in  the securities,  or by
another third party, and may not  be transferred separately from the  underlying
security.  The Fund uses  these arrangements to provide  the Fund with liquidity
and not  to  protect against  changes  in the  market  value of  the  underlying
securities. The bankruptcy, receivership, or default by the issuer of the demand
feature,  or a default on the underlying security or other event that terminates
the demand feature before its exercise,  will adversely affect the liquidity  of
the  underlying  security. Demand  features that  are  exercisable even  after a
payment default on the underlying  security may be treated  as a form of  credit
enhancement.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS.  The Fund may purchase securities
on  a when-issued or delayed delivery basis. These transactions are arrangements
in which the Fund purchases securities with payment and delivery scheduled for a
future time. The seller's failure to  complete these transactions may cause  the
Fund to miss a price or yield considered to be advantageous.

RESTRICTED  AND  ILLIQUID  SECURITIES.    The  Fund  may  invest  in  restricted
securities. Restricted  securities are  any  securities in  which the  Fund  may
invest  pursuant to its investment objective  and policies but which are subject
to  restrictions  on  resale  under  federal  securities  laws.  Under  criteria
established  by the Trustees, certain restricted securities are determined to be
liquid. To  the extent  that  restricted securities  are  not determined  to  be
liquid,  the  Fund  will  limit their  purchase,  together  with  other illiquid
securities, to 10% of its net assets.

TEMPORARY  INVESTMENTS.    From  time  to  time,  when  the  investment  adviser
determines  that market conditions  call for a  temporary defensive posture, the
Fund may invest in tax-exempt or taxable securities such as: obligations  issued
by  or  on behalf  of municipal  or  corporate issuers  having the  same quality
characteristics as described above; obligations issued or guaranteed by the U.S.
government, its agencies,  or instrumentalities;  instruments issued  by a  U.S.
branch of a domestic bank or other deposit institutions having capital, surplus,
and  undivided profits in excess of $100,000,000  at the time of investment; and
repurchase agreements (arrangements in which the organization selling the Fund a
temporary investment agrees at the time of  sale to repurchase it at a  mutually
agreed upon time and price).

                                       4
<PAGE>
Although  the Fund is permitted to make taxable, temporary investments, there is
no current intention  to do  so. However,  the interest  from certain  Municipal
Securities  is subject to the federal alternative  minimum tax, and up to 20% of
the Fund's income may be derived from such securities.

MUNICIPAL SECURITIES

Municipal Securities  are generally  issued  to finance  public works,  such  as
airports,  bridges, highways, housing,  hospitals, mass transportation projects,
schools, streets,  and water  and sewer  works. They  are also  issued to  repay
outstanding  obligations, to raise funds for  general operating expenses, and to
make loans to other public institutions and facilities.

Municipal Securities include industrial development bonds issued by or on behalf
of public authorities to provide financing aid to acquire sites or construct and
equip facilities for privately or publicly owned corporations. The  availability
of  this financing encourages these corporations to locate within the sponsoring
communities and thereby increases local employment.

The  two  principal  classifications   of  Municipal  Securities  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. Interest on and principal of revenue bonds, however, are
payable only from the revenue generated by the facility financed by the bond  or
other  specified sources of revenue. 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. Industrial  development bonds  are typically
classified as revenue bonds.

INVESTMENT RISKS

Yields on Municipal Securities  depend on a variety  of factors, including:  the
general  conditions of the short-term municipal note market and of the municipal
bond  market;  the  size  of  the  particular  offering;  the  maturity  of  the
obligations; and the rating of the issue. The ability of the Fund to achieve its
investment  objective also depends  on the continuing ability  of the issuers of
Municipal Securities and  participation interests,  or the  credit enhancers  of
either, to meet their obligations for the payment of interest and principal when
due.  In  addition,  from  time  to time,  the  supply  of  Municipal Securities
acceptable for purchase by the Fund could become limited.

The Fund may invest in Municipal  Securities which are repayable out of  revenue
streams  generated from economically related projects or facilities and/or whose
issuers are located in  the same state. Sizable  investments in these  Municipal
Securities  could involve  an increased  risk to  the Fund  should any  of these
related projects or facilities experience financial difficulties.

Obligations of issuers of Municipal Securities are subject to the provisions  of
bankruptcy,  insolvency, and  other laws  affecting the  rights and  remedies of
creditors. In addition, the  obligations of such issuers  may become subject  to
laws  enacted  in  the  future  by  Congress,  state  legislators,  or referenda
extending the time for payment of  principal and/or interest, or imposing  other
constraints  upon enforcement of such obligations  or upon the ability of states
or municipalities to levy taxes. There is also the possibility that, as a result
of litigation or other conditions,  the power or ability  of any issuer to  pay,
when  due, the  principal of  and interest  on its  municipal securities  may be
materially affected.

                                       5
<PAGE>
NON-DIVERSIFICATION

The Fund is non-diversified. An investment  in the Fund, therefore, will  entail
greater  risk  than  would  exist  if it  were  diversified  because  the higher
percentage of investments among fewer issuers may result in greater  fluctuation
in  the total market value of the  Fund's portfolio. Any economic, political, or
regulatory developments  affecting the  value of  the securities  in the  Fund's
portfolio  will have a greater  impact on the total  value of the portfolio than
would be the case if the portfolio were diversified among more issuers.

However, the Fund intends  to comply with Subchapter  M of the Internal  Revenue
Code. This undertaking 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
its total assets are 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.

INVESTMENT LIMITATIONS

The Fund  will not  borrow  money or  pledge  securities except,  under  certain
circumstances,  the Fund may  borrow up to  one-third of the  value of its total
assets and pledge assets to  secure such borrowings. This investment  limitation
cannot be changed without shareholder approval.

REGULATORY COMPLIANCE

The   Fund  may  follow  non-fundamental  operational  policies  that  are  more
restrictive than its fundamental  investment limitations, as  set forth in  this
prospectus  and its Statement of Additional Information, in order to comply with
applicable laws and  regulations, including  the provisions  of and  regulations
under  the Investment Company Act  of 1940, as amended.  In particular, the Fund
will comply with the  various requirements of Rule  2a-7, which regulates  money
market  mutual  funds. The  Fund will  determine the  effective maturity  of its
investments, as well as  its ability to consider  a security as having  received
the requisite short-term ratings by NRSROs, according to Rule 2a-7. The Fund may
change these operational policies to reflect changes in the laws and regulations
without the approval of its shareholders.

SIGNET SELECT FUNDS INFORMATION
- ---------------------------------------------------------

MANAGEMENT OF THE TRUST

BOARD  OF TRUSTEES.  The Board is  responsible for managing the business affairs
of the Trust  and for exercising  all of the  powers of the  Trust except  those
reserved  for the shareholders. The Executive Committee of the Board of Trustees
handles the Board's responsibilities between meetings of the Board.

INVESTMENT ADVISER.  Investment decisions for the Trust are made by Signet Asset
Management, the Trust's investment adviser (the "Adviser"), subject to direction
by the  Trustees.  The  Adviser continually  conducts  investment  research  and
supervision  for  the  Fund and  is  responsible  for the  purchase  or  sale of
portfolio instruments, for which  it receives an annual  fee from the assets  of
the Fund.

                                       6
<PAGE>
    ADVISORY FEES.  The Adviser receives an annual investment advisory fee at of
    .50 of 1% of the Fund's average net assets. The investment advisory contract
    provides  for the voluntary waiver  of expenses by the  Adviser from time to
    time. The Adviser  can terminate this  voluntary waiver of  expenses at  any
    time  with respect to the Fund at  its sole discretion. The Adviser has also
    undertaken to  reimburse  the  Fund  for operating  expenses  in  excess  of
    limitations established by certain states.

    ADVISER'S BACKGROUND.  Signet Asset Management is a division of Signet Trust
    Company,  a wholly-owned  subsidiary of  Signet Banking  Corporation. Signet
    Banking Corporation is a multi-state,  multi-bank holding company which  has
    provided  investment management  services since 1956.  Signet Trust Company,
    established in 1975, provides trust  and fiduciary services to  individuals,
    corporations   and   tax-exempt   organizations   throughout   Virginia  and
    neighboring states. As of September 30, 1993, Signet Trust Company had  $2.6
    billion  in  total  trust  assets. Signet  Asset  Management  has investment
    authority over $1.6  billion of the  $2.6 billion. The  Adviser has  managed
    Signet Select Funds since their inception in 1990. The Adviser manages three
    equity  common  trust funds  with $47.5  million in  assets and  three fixed
    income common trust funds with $204.7 million in assets.

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

DISTRIBUTION OF THE FUND

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

DISTRIBUTION PLAN.    Under  a  distribution plan  adopted  in  accordance  with
Investment  Company  Act Rule  12b-1 (the  "Plan"),  the distributor  may select
financial  institutions  such  as  fiduciaries,  custodians  for  public  funds,
investment   advisers  and   brokers/dealers  to   provide  distribution  and/or
administrative services as agents for their clients or customers. Administrative
services may include, but are not limited to, the following functions: 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 the  Fund; assisting  clients  in
changing  dividend options,  account designations, and  addresses; and providing
such other services as the Fund reasonably requests for its shares.

The distributor will pay financial institutions a fee based upon shares  subject
to  the Plan and owned by their clients or customers. The schedules of such fees
and the basis upon which such fees will be paid will be determined from time  to
time  by the Trustees,  provided that for  any period the  total amount of these
fees shall not exceed an annual rate of .35 of 1% of the average net asset value
of shares subject to the Plan held during the period by clients or customers  of
financial  institutions. Any fees paid by the distributor under the Plan will be
reimbursed from the assets of the Fund. The Plan

                                       7
<PAGE>
will not be activated  unless and until  a second class of  shares of the  Fund,
which will not have a Rule 12b-1 Plan, is created.

The  distributor, in its sole discretion, may uniformly offer to pay all brokers
or dealers selling  shares of the  Fund additional amounts  predicated upon  the
amount  of shares of the Fund or certain other Funds of Signet Select Funds sold
by the broker or dealer. Such payments, if made, will be in addition to  amounts
paid under the distribution plan and will not be an expense of the Fund.

ADMINISTRATIVE  ARRANGEMENTS.  The distributor  may pay financial institutions a
fee based upon the average net asset value of shares of their customers invested
in the Trust for providing administrative  services. This fee, if paid, will  be
reimbursed by the Adviser and not the Trust.

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

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 financial institutions may
be required to register as dealers pursuant to state law.

ADMINISTRATION OF THE FUND

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

<TABLE>
<CAPTION>
     MAXIMUM            AVERAGE AGGREGATE DAILY
ADMINISTRATIVE FEE      NET ASSETS OF THE TRUST
- ------------------  --------------------------------
<C>                 <S>
     .15 of 1%      on the first $250 million
    .125 of 1%      on the next $250 million
     .10 of 1%      on the next $250 million
    .075 of 1%      on assets in excess of $750
                    million
</TABLE>

The  administrative fee received by the Fund  during any fiscal year shall be at
least $50,000. Federated Administrative Services may voluntarily waive a portion
of its fee.

CUSTODIAN.   Signet Trust  Company,  Richmond, Virginia,  is custodian  for  the
securities  and cash  of the Fund.  Under the Custodian  Agreement, Signet Trust
Company holds  the Fund's  portfolio  securities in  safekeeping and  keeps  all
necessary records and documents relating to its duties.

TRANSFER  AGENT  AND DIVIDEND  DISBURSING  AGENT.   Federated  Services Company,
Pittsburgh, Pennsylvania, is transfer agent for the Fund and dividend disbursing
agent for the Fund.

   
LEGAL COUNSEL.   Legal  counsel  is provided  by  Houston, Houston  &  Donnelly,
Pittsburgh,  Pennsylvania, and  Dickstein, Shapiro &  Morin, L.L.P., Washington,
D.C.
    

                                       8
<PAGE>
INDEPENDENT AUDITORS.   The independent  auditors for  the Fund  are Deloitte  &
Touche, Pittsburgh, Pennsylvania.

EXPENSES OF THE FUND

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

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

The  Fund attempts to  stabilize the net asset  value of its  shares at $1.00 by
valuing its portfolio securities using the amortized cost method. The net  asset
value for shares is determined by adding the interest of the shares in the value
of  all securities and other assets of the Fund, subtracting the interest of the
shares in  the liabilities  of the  Fund and  those attributable  to shares  and
dividing the remainder by the total number of shares outstanding. Of course, the
Fund  cannot guarantee that the net asset  value will always remain at $1.00 per
share.

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

SHARE PURCHASES

Shares of the Fund are sold on days on which the New York Stock Exchange is open
for business except  on Lee-Jackson-King  Day, Columbus Day  and Veterans'  Day.
Shares  of the Fund may be purchased  through Signet Financial Services, Inc. or
Signet Trust Company. In  connection with the  sale of shares  of the Fund,  the
distributor  may from time to  time offer certain items  of nominal value to any
shareholder or investor. Purchase  orders must be  received by Signet  Financial
Services,  Inc. or Signet Trust Company before 4:00 p.m. (Eastern time). Payment
for shares of the Fund  may be made by check  or by wire. Orders are  considered
received  after payment by check is converted into federal funds and received by
Signet Financial  Services,  Inc.  or  Signet Trust  Company.  Payment  must  be
received  by Signet Financial Services, Inc. or Signet Trust Company on the next
business day after placing the order. For orders received by 11:00 a.m. (Eastern
time), shareholders will begin earning dividends on that day provided payment by
wire is received by Signet Financial  Services, Inc. or Signet Trust Company  by
2:00 p.m. (Eastern time) on that day.

The Fund reserves the right to reject any purchase request.

To  purchase shares  of the Fund  through Signet Financial  Services, Inc., call
toll-free 1-800-723-9512. Trust and institutional investors should contact their
account officer to make purchase requests through Signet Trust Company.

                                       9
<PAGE>
Payment for orders may be made:

BY MAIL.  To purchase shares of the  Fund by mail, send a check made payable  to
Tax-Free  Money Market Fund to Signet  Financial Services, Inc., P.O. Box 26301,
Richmond, VA  23260.  Orders  by  mail  should  be  accompanied  by  an  account
application.

Orders  by mail are considered  received after payment by  check is converted by
Signet Financial Services, Inc. into federal  funds. This is generally the  next
business day after Signet Financial Services, Inc. receives the check.

BY  WIRE.  Payment by wire must be  received by Signet Trust Company before 2:00
p.m. (Eastern time). Shares of the  Fund cannot be purchased by Federal  Reserve
Wire  on Columbus Day, Veterans' Day or Lee-Jackson-King Day. To purchase shares
by wire, trust and institutional investors should contact their trust investment
adviser. All other shareholders should contact Signet Financial Services, Inc.

SYSTEMATIC INVESTMENT PROGRAM

Once an account has been opened, holders  of shares may add to their  investment
on a regular basis in a minimum amount of $100. Under this program, funds may be
automatically withdrawn periodically from the shareholder's checking account and
invested  in shares  at the net  asset value  next determined after  an order is
received by  Signet  Financial  Services,  Inc.  A  Shareholder  may  apply  for
participation in this program through Signet Financial Services, Inc..

MINIMUM INVESTMENT REQUIRED

The  minimum initial  investment in the  Fund is  $1,000. Subsequent investments
must be in  amounts of  at least  $100. No  minimum investment  is required  for
officers,  directors  and  employees  (and their  spouses  and  immediate family
members) of Signet Banking Corporation or its subsidiaries.

WHAT SHARES COST

Shares of the Fund are  sold at their net asset  value next determined after  an
order is received. There is no sales charge imposed by the Fund.

The  net asset  value is determined  at 1:00  p.m. (Eastern time)  and 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
of  a Fund  are tendered  for redemption  and no  orders to  purchase shares are
received; or (iii) the following holidays: New Year's Day, Lee-Jackson-King Day,
Presidents' Day,  Good  Friday,  Memorial  Day,  Independence  Day,  Labor  Day,
Thanksgiving Day, and Christmas Day.

CERTIFICATES AND CONFIRMATIONS

As  transfer agent  for the Fund,  Federated Services Company  maintains a share
account for each shareholder of record. Share certificates are not issued unless
requested by  contacting Signet  Financial Services,  Inc. in  writing.  Monthly
confirmations  are sent to report transactions such as purchases and redemptions
as well as dividends paid during the month.

                                       10
<PAGE>
DIVIDENDS

Dividends are declared daily and paid monthly.

Shares purchased by wire before 2:00 p.m. (Eastern time) begin earning dividends
that day. Shares purchased by check begin earning dividends on the day after the
check is converted by Signet Trust Company into federal funds.

Unless cash  payments are  requested by  shareholders in  writing to  the  Fund,
dividends  are  automatically reinvested  in additional  shares  of the  Fund on
payment dates at the ex-dividend date net asset value without a sales charge.

CAPITAL GAINS

Capital gains, if any, could result in an increase in dividends. Capital  losses
could  result in a decrease in dividends. If, for some extraordinary reason, the
Fund realizes net long-term capital gains, it will distribute them at least once
every 12 months.

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

All holders of the  Fund are shareholders of  the Trust. Shareholders have  easy
access   to  Investment  Shares   of  the  other   funds  comprising  the  Trust
("participating funds") through an exchange program.

Shares of the Fund  may be exchanged  for shares of  participating funds at  net
asset value without paying a redemption fee or sales charge upon such exchange.

Shareholders  who exercise this exchange privilege must exchange shares having a
net asset value of at least $1,000. Prior to any exchange, the shareholder  must
receive a copy of the current prospectus of the participating fund into which an
exchange is to be made.

   
Upon  receipt by Signet Financial Services,  Inc. of proper instructions and all
necessary supporting documents, shares submitted  for exchange will be  redeemed
at  the next-determined  net asset  value and  invested in  shares of  the other
participating fund. If the  exchanging shareholder does not  have an account  in
the  participating fund whose shares  are being acquired, a  new account will be
established with the  same registration and  reinvestment options for  dividends
and  capital  gains  as the  account  from  which shares  are  exchanged, unless
otherwise specified  by the  shareholder.  In the  case  where the  new  account
registration  is  not identical  to that  of the  existing account,  a signature
guarantee is  required.  (See "Redeeming  Shares  By Mail".)  Exercise  of  this
privilege is treated as a sale for federal income tax purposes and, depending on
the  circumstances, a short-or  long-term capital gain or  loss may be realized.
The Fund reserves the right to modify or terminate the exchange privilege at any
time. Shareholders will be notified prior to any modification or termination  of
this  privilege.  Shareholders may  obtain further  information on  the exchange
privilege by calling Signet Financial Services, Inc. This privilege is available
to shareholders resident in  any state in which  the Fund shares being  acquired
may be sold.
    

BY  TELEPHONE.   Shareholders  may  provide instructions  for  exchanges between
participating funds  by calling  Signet Financial  Services, Inc.  toll-free  at
1-800-723-9512.  It is recommended that investors  request this privilege at the
time  of  their  initial  application.  Information  on  this  service  can   be

                                       11
<PAGE>
obtained  through Signet  Financial Services,  Inc. Shares  may be  exchanged by
telephone only between fund accounts having identical shareholder registrations.
Exchange instructions  given by  telephone may  be electronically  recorded.  If
reasonable  procedures are not followed  by a Fund, it  may be liable for losses
due to unauthorized or fraudulent telephone instructions.

Any shares held in certificate form cannot be exchanged by telephone but must be
forwarded to Signet Financial Services, Inc. and deposited to the  shareholder's
mutual fund account before being exchanged.

Telephone  exchange instructions must be  received by Signet Financial Services,
Inc. before 3:00 p.m. (Eastern  time) for shares to  be exchanged the same  day.
The  telephone exchange  privilege may  be modified  or terminated  at any time.
Shareholders will be notified of such modification or termination.  Shareholders
of  a Fund may have  difficulty in making exchanges  by telephone through banks,
brokers, and other financial  institutions during times  of drastic economic  or
market  changes. If a shareholder cannot  contact his bank, broker, or financial
institution by telephone, it is recommended that an exchange request be made  in
writing and sent by overnight mail to Signet Financial Services, Inc.

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

The  Fund redeems shares at  their net asset value  next determined after Signet
Financial Services, Inc.  receives the redemption  request. Redemptions will  be
made  on  days on  which the  Fund computes  its net  asset value.  Telephone or
written requests  for redemption  must  be received  in  proper form  by  Signet
Financial Services, Inc.

BY  TELEPHONE.  To redeem shares of  the Fund through Signet Financial Services,
Inc., call toll-free  1-800-444-7123. Trust and  institutional investors  should
contact  their account officer to make  redemption requests through Signet Trust
Company. Shares will be  redeemed at the net  asset value next determined  after
the Fund receives the redemption request from Signet Financial Services, Inc.

Redemption  requests received before 11:00 a.m. (Eastern time) will be wired the
same day, but will not be entitled to that day's dividend. A redemption  request
must  be  received  by the  Fund  before  4:00 p.m.  (Eastern  time). Redemption
requests through registered broker/dealers must  be received by the Fund  before
3:00  p.m. (Eastern  time). Signet Financial  Services, Inc.  is responsible for
promptly submitting redemption requests and providing proper written  redemption
instructions  to the Fund. Other  registered broker/dealers may charge customary
fees and commissions for this service.

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

An  authorization  form  permitting  the  Fund  to  accept  telephone redemption
requests must first be completed. It is recommended that investors request  this
privilege at the time of their initial application. If not completed at the time
of  initial application, authorization forms and information on this service can
be  obtained  through  Signet  Financial  Services,  Inc.  Telephone  redemption
instructions  may be recorded. If reasonable  procedures are not followed by the
Fund, it may be  liable for losses due  to unauthorized or fraudulent  telephone
instructions.

                                       12
<PAGE>
In the event of drastic economic or market changes, a shareholder may experience
difficulty  in  redeeming by  telephone. If  such a  case should  occur, another
method of redemption, such as "By Mail", should be considered.

BY MAIL.   Shareholders  may redeem  shares of  the Fund  by sending  a  written
request  to Signet Financial  Services, Inc. The  written request should include
the shareholder's name,  the Fund  name, the account  number, and  the share  or
dollar  amount requested. If  share certificates have been  issued, they must be
properly endorsed and should  be sent by registered  or certified mail with  the
written  request to Signet Financial Services, Inc. P.O. Box 26301, Richmond, VA
23260.

Shareholders requesting a  redemption of $50,000  or more, a  redemption of  any
amount  to be sent to an  address other than that on  record with the Fund, or a
redemption payable other than to the shareholder of record must have  signatures
on written redemption requests guaranteed by:

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

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

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

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

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

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

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

CONTINGENT DEFERRED SALES CHARGE

A  contingent deferred sales charge will be imposed only in certain instances in
which the  Fund  shares being  redeemed  ("Exchange Shares")  were  acquired  in
exchange for Shares of those other Signet Select Funds which charge a contingent
deferred  sales charge ("CDSC Shares").  If Shares of the  Fund were acquired in
exchange for CDSC Shares, redemption of such Exchange Shares, within five  years
of  the purchase of the CDSC Shares, will be charged a contingent deferred sales
charge by the Fund's distributor. The fee  will be based upon the lesser of  the
original purchase price or the net asset value of the CDSC Shares, as follows:

<TABLE>
<CAPTION>
       AMOUNT         CONTINGENT DEFERRED
    OF PURCHASE           SALES CHARGE
- --------------------  --------------------
<S>                   <C>
Under $100,000               2.00%
$100,000 - $249,999          1.50%
$250,000 - $399,999          1.00%
$400,000 - $499,999          0.50%
$500,000 or more              None
</TABLE>

                                       13
<PAGE>
Separate  purchases  will  not be  aggregated  for purposes  of  determining the
applicable contingent  deferred  sales  charge. The  contingent  deferred  sales
charge  will  not be  imposed  on Exchange  Shares  where the  CDSC  Shares were
acquired (i) through the  reinvestment of dividends  or distribution of  capital
gains,  (ii) prior to October 1, 1992,  or (iii) in exchange for shares acquired
prior to October 1, 1992. In computing the contingent deferred sales charge,  if
any, redemptions are deemed to have occurred in the following order: 1) Exchange
Shares  representing CDSC Shares acquired  through the reinvestment of dividends
and long-term  capital  gains,  2)  Exchange  Shares  representing  CDSC  Shares
purchased  prior to October  1, 1992 (including shares  acquired in exchange for
shares purchased prior to October 1, 1992), 3) Exchange Shares representing CDSC
Shares purchased more  than five  years before the  date of  redemption, and  4)
Exchange  Shares representing  CDSC Shares purchased  after October  1, 1992 and
redeemed within five years  of the date of  purchase, determined on a  first-in,
first-out basis.

The contingent deferred sales charge will not be imposed on redemption of shares
(i)  following the death or disability (as defined in the Internal Revenue Code)
of a shareholder; (ii)  to the extent that  the redemption represents a  minimum
required  distribution from an IRA or other retirement plan to a shareholder who
has attained the  age of 70  1/2; (iii) owned  by the Trust  Division of  Signet
Trust  Company or  other affiliates  of Signet  Banking Corporation representing
funds which are held in a fiduciary, agency, custodial, or similar capacity,  or
owned  by directors  and employees  of the  Fund, Signet  Banking Corporation or
Federated Securities Corp. or their affiliates, or any bank or investment dealer
who has a  sales agreement with  Federated Securities Corp.  with regard to  the
Fund,  and their spouses and children under 21; or (iv) if the proceeds from the
redemption are used to purchase a Signet Select variable annuity within 10  days
of the redemption.

There  is no contingent deferred sales charge when Fund shares are exchanged for
shares of any other portfolio of the Signet Select Funds or when redemptions are
made by the Fund to liquidate accounts with low balances.

SYSTEMATIC WITHDRAWAL PROGRAM

Shareholders who desire to receive payments  of a predetermined amount may  take
advantage  of the Systematic Withdrawal Program.  Under this program, shares are
redeemed to provide for  periodic withdrawal payments in  an amount directed  by
the  shareholder.  Depending upon  the amount  of  the withdrawal  payments, the
amount of dividends paid and capital gains distributions with respect to shares,
and the  fluctuation  of the  net  asset value  of  shares redeemed  under  this
program,  redemptions  may  reduce, and  eventually  deplete,  the shareholder's
investment in shares  of a Fund.  For this reason,  payments under this  program
should  not be considered as yield or  income on the shareholder's investment in
shares of a Fund. To be eligible  to participate in this program, a  shareholder
must  have an  account value of  at least  $10,000. A shareholder  may apply for
participation in this program through Signet Financial Services, Inc.

ACCOUNTS WITH LOW BALANCES

Due to the  high cost  of maintaining  accounts with  low balances,  a Fund  may
redeem  shares in any account, except retirement  plans, and pay the proceeds to
the shareholder if the account balance falls below the required minimum value of
$1,000 due to shareholder redemptions. This requirement does not apply, however,
if the balance falls  below $1,000 because  of changes in  the Fund's net  asset
value.

                                       14
<PAGE>
Before  shares are redeemed to close an  account, the shareholder is notified in
writing and allowed 30  days to purchase additional  shares to meet the  minimum
requirement.

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

VOTING RIGHTS

Each  share of the Fund gives the  shareholder one vote in Trustee elections and
other matters submitted to shareholders for  vote. All shares of all classes  of
each  portfolio in the  Trust have equal  voting rights, except  that in matters
affecting only a  particular Fund or  class, only shareholders  of that Fund  or
class  are entitled to vote. 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 operation of the  Trust or the Fund and
for the election of Trustees under certain circumstances.

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

MASSACHUSETTS PARTNERSHIP LAW

Under certain  circumstances,  shareholders may  be  held personally  liable  as
partners  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 obligations of
the Trust, the Trust is  required to use its  property to protect or  compensate
the  shareholder. On request, the  Trust will defend any  claim made and pay any
judgment against  a  shareholder  for  any  act  or  obligation  of  the  Trust.
Therefore,  financial loss resulting from liability  as a shareholder will occur
only if the Trust cannot meet its obligations to indemnify shareholders and  pay
judgments against them from its assets.

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

Banking   laws  and  regulations  presently  prohibit  a  bank  holding  company
registered under the federal  Bank Holding Company  Act of 1956  or any bank  or
non-bank   affiliate  thereof   from  sponsoring,   organizing,  controlling  or
distributing  the   shares  of   a  registered,   open-end  investment   company
continuously engaged in the issuance of its shares, and prohibit banks generally
from  issuing, underwriting,  or distributing securities.  However, such banking
laws and regulations do not prohibit  such a holding company affiliate or  banks
generally 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 such a  customer. Signet Trust Company is subject to  such
banking laws and regulations.

                                       15
<PAGE>
Signet  Trust Company believes, based on the  advice of its counsel, that Signet
Asset Management  may perform  the services  for any  Fund contemplated  by  its
advisory agreement with the Trust without violation of the Glass-Steagall Act or
other applicable banking laws or regulations. Changes in either federal or state
statutes  and regulations  relating to the  permissible activities  of banks and
their subsidiaries or affiliates, as well as further judicial or  administrative
decisions  or interpretations of such or  future statutes and regulations, could
prevent Signet Asset Management from continuing to perform all or a part of  the
above  services for  its customers  and/or a  Fund. If  it were  prohibited from
engaging in  these  customer-related  activities, the  Trustees  would  consider
alternative  advisers and means of  continuing available investment services. In
such event, changes  in the operation  of a Fund  may occur, including  possible
termination  of  any automatic  or other  Fund  share investment  and redemption
services then being provided by Signet Asset Management. It is not expected that
existing shareholders  would  suffer  any  adverse  financial  consequences  (if
another  adviser with equivalent abilities to  Signet Asset Management 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 financial institutions  may
be required to register as dealers pursuant to state law.

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

FEDERAL INCOME TAX

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

The Fund will be  treated as a  single, separate entity  for federal income  tax
purposes  so that  income (including capital  gains) and losses  realized by the
Trust's other  portfolios will  not  be combined  for  tax purposes  with  those
realized by the Fund.

Shareholders  are not  required to  pay the  federal regular  income tax  on any
dividends received  from the  Fund  that represent  net interest  on  tax-exempt
municipal   bonds.  However,  under  the  Tax  Reform  Act  of  1986,  dividends
representing net  interest earned  on certain  "private activity"  bonds  issued
after  August 17,  1986, may be  included in calculating  the federal individual
alternative minimum tax or the federal alternative minimum tax for corporations.
The Fund may purchase all types  of municipal bonds, including private  activity
bonds.

The  alternative minimum  tax applies  when it exceeds  the regular  tax for the
taxable year. Alternative minimum taxable income is equal to the regular taxable
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.

Dividends of the Fund representing net interest income earned on some  temporary
investments and any realized net short-term gains are taxed as ordinary income.

These  tax  consequences apply  whether  dividends are  received  in cash  or as
additional shares.

                                       16
<PAGE>
STATE AND LOCAL TAXES

Because interest received by the Fund may not be exempt from all state and local
income taxes,  shareholders may  be required  to pay  state and  local taxes  on
dividend received from the Fund. Shareholders are urged to consult their own tax
advisers regarding the status of their accounts under state and local tax laws.

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

From  time  to time,  the Fund  may  advertise its  yield, effective  yield, and
tax-equivalent yield.

The yield represents the  annualized rate of income  earned on an investment  in
the  Fund over a seven-day period. It  is the annualized dividends earned during
the period  on the  investment, shown  as a  percentage of  the investment.  The
effective  yield is calculated similarly to the yield, but, when annualized, the
income earned on an investment  in the Fund is  assumed to be reinvested  daily.
The  effective  yield will  be slightly  higher  than the  yield because  of the
compounding effect of this assumed reinvestment.

The tax equivalent yield of the Fund  is calculated similarly to the yield,  but
is adjusted to reflect the taxable yield that the Fund would have had to earn to
equal its actual yield, assuming a specific tax rate.

Advertisements  and other sales literature may also refer to total return. Total
return represents the change, over a specified  period of time, in the value  of
an  investment in  the Fund  after reinvesting  all income  distributions. It is
calculated by dividing that change by the initial investment and is expressed as
a percentage,

From time  to  time,  the  Fund may  advertise  its  performance  using  certain
reporting services and compare its performances to certain indices.

                                       17
<PAGE>
ADDRESSES
- ---------------------------------------------------------

<TABLE>
<S>                                                          <C>
Signet Select Funds
              Tax-Free Money Market Fund                     Federated Investors
Tower
                                                             Pittsburgh,
Pennsylvania
                                                             15222-3779
</TABLE>

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

<TABLE>
<S>                                                          <C>
Distributor
              Federated Securities Corp.                     Federated Investors
Tower
                                                             Pittsburgh, PA
15222
</TABLE>

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

<TABLE>
<S>                                                          <C>
Investment Adviser
              Signet Asset Management                        7 North Eighth
Street
                                                             Richmond, VA 23219
</TABLE>

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

<TABLE>
<S>                                                          <C>
Custodian
              Signet Trust Company                           7 North Eighth
Street
                                                             Richmond, VA 23219
</TABLE>

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

<TABLE>
<S>                                                          <C>
Transfer Agent and Dividend Disbursing Agent
              Federated Services Company                     Federated Investors
Tower
                                                             Pittsburgh, PA
15222
</TABLE>

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

<TABLE>
<S>                                                          <C>
Legal Counsel
              Dickstein, Shapiro & Morin, L.L.P.             2101 L Street NW
                                                             Washington, DC
20037
</TABLE>

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

   
<TABLE>
<S>                                                          <C>
Legal Counsel
              Houston, Houston and Donnelly                  2510 Center City
Tower
                                                             Pittsburgh, PA
15222
</TABLE>
    

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

<TABLE>
<S>                                                          <C>
Independent Public Accountants
              Deloitte & Touche                              2500 One PPG Place
                                                             Pittsburgh, PA
15222
</TABLE>

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

<PAGE>
                            TAX-FREE MONEY MARKET FUND

                                          PROSPECTUS

                                        A non-diversified Portfolio of Signet
                                        Select Funds,
                                        an Open-End Management Investment
                                        Company

   
                                        Prospectus dated June 20, 1994
    
   [LOGO]

    DISTRIBUTOR

     A SUBSIDIARY OF FEDERATED INVESTORS

    FEDERATED INVESTORS TOWER
    PITTSBURGH, PA 15222-3779
       [LOGO]
                            RECYCLED
          G00136-01A(6/93)      PAPER

   
                           TAX-FREE MONEY MARKET FUND
    

                      (A PORTFOLIO OF SIGNET SELECT FUNDS)

                      STATEMENT OF ADDITIONAL INFORMATION

   
      This Statement of Additional Information should be read with the
      prospectus of Tax-Free Money Market Fund (the "Fund") dated June 20,
      1994. This Statement is not a prospectus. To receive a copy of a
      prospectus, write or call the Fund.
    

      FEDERATED INVESTORS TOWER
      PITTSBURGH, PENNSYLVANIA 15222-3779

   
                         Statement dated June 20, 1994
    
   [LOGO]

          DISTRIBUTOR

          A SUBSIDIARY OF FEDERATED INVESTORS

<PAGE>
TABLE OF CONTENTS
- --------------------------------------------------------------

<TABLE>
<S>                                             <C>
GENERAL INFORMATION ABOUT THE TRUST                     1
- ---------------------------------------------------------
INVESTMENT OBJECTIVE AND POLICIES                       1
- ---------------------------------------------------------
  Acceptable Investments                                1
  When-Issued And Delayed Delivery
  Transactions                                          2
  Reverse Repurchase Agreements                         2
   
INVESTMENT LIMITATIONS                                  2
- ---------------------------------------------------------
  Selling Short and Buying on Margin                    2
  Issuing Senior Securities and Borrowing
    Money                                               2
  Pledging Assets                                       2
  Lending Cash or Securities                            2
  Concentration of Investments                          2
  Investing in Commodities                              2
  Investing in Real Estate                              3
  Underwriting                                          3
  Investing in Restricted Securities                    3
  Investing in Illiquid Securities                      3
  Investing in New Issuers                              3
  Investing for Control                                 3
  Investing in Issuers Whose Securities Are
  Owned by Officers of the Trust                        3
  Investing in Options                                  3
  Investing in Minerals                                 3
  Brokerage Transactions                                3
    

SIGNET SELECT FUNDS MANAGEMENT                          4
- ---------------------------------------------------------
  The Funds                                             6
  Fund Ownership                                        6
  Trustee Liability                                     6
  Investment Advisory Services                          7
  Adviser to the Trust                                  7
  Advisory Fees                                         7

FUND ADMINISTRATION                                     7
- ---------------------------------------------------------
DISTRIBUTION PLAN                                       7
- ---------------------------------------------------------
DETERMINING NET ASSET VALUE                             8
- ---------------------------------------------------------
  Redemption in Kind                                    8
  The Fund's Tax Status                                 8

PERFORMANCE INFORMATION                                 8
- ---------------------------------------------------------
YIELD                                                   9
- ---------------------------------------------------------
EFFECTIVE YIELD                                         9
- ---------------------------------------------------------
TAX-EQUIVALENT YIELD                                    9
- ---------------------------------------------------------
  Tax-Equivalency Table                                 9
  Total Return                                          9
  Performance Comparisons                              10

APPENDIX                                               11
- ---------------------------------------------------------
</TABLE>

I

<PAGE>
GENERAL INFORMATION ABOUT THE TRUST
- ------------------------------------------------------------------

Signet Select Funds (the "Trust") was established as a Massachusetts business
trust under a Declaration of Trust dated June 20, 1990. As of the date of the
Statement, the Trust consists of seven separate portfolios of securities
(collectively, the "Funds", individually, a "Fund") which are as follows:
Maryland Municipal Bond Fund, Money Market Fund, Tax-Free Money Market Fund,
Treasury Money Market Fund, U.S. Government Income Fund, Value Equity Fund, and
Virginia Municipal Bond Fund.

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

The Fund's investment objective is current income exempt from federal income tax
consistent with stability of principal and liquidity.

ACCEPTABLE INVESTMENTS

The Fund invests in a portfolio of municipal securities maturing in 13 months or
less. As a matter of investment policy, which cannot be changed without
shareholder approval, at least 80% of the Fund's annual interest income will be
exempt from federal income tax. The average maturity of the securities in the
Fund's portfolio, computed on a dollar-weighted basis, will be 90 days or less.
Unless indicated otherwise, the policies described below may be changed by the
Board of Trustees (the "Trustees") without shareholder approval. Shareholders
will be notified before any material change in these policies becomes effective.

    MUNICIPAL LEASES

      The Fund may purchase Municipal Securities in the form of participation
      interests that represent an undivided proportional interest in lease
      payments by a governmental or nonprofit entity. The lease payments and
      other rights under the lease provide for and secure 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
      participants cannot accelerate lease obligations upon default. The
      participants would only be able to enforce lease payments as they became
      due. In the event of a default or failure of appropriation, unless the
      participation intertests are credit-enhanced, it is unlikely that the
      participants would be able to obtain an acceptable substitute source of
      payment.

    PARTICIPATION INTERESTS

      The financial institutions from which the Fund purchases participation
      interests frequently provide or secure from another financial institution
      irrevocable letters of credit or guarantees and give the Fund the right to
      demand payment of the principal amounts of the participation interests
      plus accrued interest on short notice (usually within seven days). The
      municipal securities subject to the participation include the right to
      demand payment from the issuers of those interests. These financial
      institutions may charge certain fees in connection with their repurchase
      commitments, including a fee equal to the excess of the interest paid on
      the municipal securities over the negotiated yield at which the
      participation interests were purchased by the Fund. By purchasing
      participation interests having a seven day feature, the Fund is buying a
      security meeting the maturity and quality requirements of the Fund and
      also is receiving the tax-free benefits of the underlying securities.

    VARIABLE RATE MUNICIPAL SECURITIES

      Variable interest rates generally reduce changes in the market value of
      municipal securities from their original purchase prices. Accordingly, as
      interest rates decrease or increase, the potential for capital
      appreciation or depreciation is less for variable rate municipal
      securities than for fixed income obligations.

Many municipal securities with variable interest rates purchased by the Fund are
subject to repayment of principal (usually within seven days) on the Fund's
demand. For purposes of determining the Fund's average maturity, the maturities
of these variable rate demand municipal securities (including participation
interests) are the longer of the periods remaining until the next readjustment
of their interest rates or the periods remaining until their principal amounts
can be recovered by exercising the right to demand payment. The terms of these
variable rate demand instruments require the participation interests, or a
guarantor of either issuer.

                                                                               1
<PAGE>
- --------------------------------------------------------------------------------

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. 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. 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.

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 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 does not ensure
this result. 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 on the Fund's records at the trade date; marked to
market daily; and maintained until the transaction is settled.

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 are 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 in amounts up to
      one-third of the value of its total assets, including the amounts
      borrowed.

The Fund will not borrow money 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 borrowings in
excess of 5% of the value of its total assets are outstanding.

    PLEDGING ASSETS

      The Fund will not mortgage, pledge, or hypothecate any assets except as
      necessary to secure permitted borrowings.

    LENDING CASH OR SECURITIES

      The Fund will not lend any of its assets, except that it may purchase or
      hold portfolio securities permitted by its investment objective, policies,
      and limitations, or Declaration of Trust.

    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 the U.S. government, its
      agencies or instrumentalities and industrial development bonds as long as
      they are not from the same facility or similar types of facilities. The
      Fund does not intend to purchase securities that would increase the
      percentage of its assets invested in the securities of governmental
      subdivisions located in any one state, territory, or U.S. possession to
    
      25% or more.

    INVESTING IN COMMODITIES

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

2
<PAGE>
- --------------------------------------------------------------------------------

   
    INVESTING IN REAL ESTATE

      The Fund will not purchase or sell real estate, including limited
      partnership interests, although it may invest in securities of issuers
      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

      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 objective,
      policies, and limitations.

The above 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 limitations becomes 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 federal securities law, except for
      restricted securities determined to be liquid under criteria established
      by the Trustees.

    INVESTING IN ILLIQUID SECURITIES

      The Fund will not invest more than 10% of the value of its net assets in
      illiquid securities.

    INVESTING IN NEW ISSUERS

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

    INVESTING FOR CONTROL

      The Fund will not invest in securities of a company for the purpose of
      exercising control or management.

    INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS 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 .50 of 1% of the issuer's securities together own
      more than 5% of the issuer's securities.

    INVESTING IN OPTIONS

      The Fund will not invest in puts, calls, straddles, spreads, or any
      combination of them.

    INVESTING IN MINERALS

      The Fund will not purchase or sell 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.

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
limitation.

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

   
    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
      use those who are recognized dealers in specific portfolio instruments,
      except when a better price and execution of the order can be obtained
      elsewhere. The adviser makes decisions on portfolio transactions and
      selects brokers and dealers subject to guidelines established by the Board
      of 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. Research services provided by brokers
      and dealers may be used

                                                                               3
<PAGE>
- --------------------------------------------------------------------------------
      by the adviser or its affiliates in advising the Fund and other accounts.
      To the extent that receipt of these services may supplant services for
      which the adviser or its affiliates might otherwise have paid, it would
      tend to reduce their expenses. 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.

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

SIGNET SELECT FUNDS MANAGEMENT
- ------------------------------------------------------------------

Officers and Trustees are listed with their addresses, principal occupations,
and present positions, including any affiliation with Signet Asset Management,
Signet Trust Company, Federated Investors, Federated Securities Corp., Federated
Services Company, and Federated Administrative Services or the Funds (as defined
below).

<TABLE>
<CAPTION>
                          POSITIONS WITH  PRINCIPAL OCCUPATIONS
NAME AND ADDRESS          THE FUND        DURING PAST FIVE YEARS
<S>                             <C>             <C>
- --------------------------------------------------------------------------------
- ----------------------------
John F. Donahue+*         Chairman and    Chairman and Trustee, Federated
Federated Investors       Trustee         Investors; Chairman and
  Tower                                   Trustee, Federated Advisers,
Pittsburgh, PA                            Federated Management, and
                                          Federated Research; Director,
                                          AEtna Life and Casualty
                                          Company; Chief Executive Officer
                                          and Director, Trustee, or
                                          Managing General Partner of the
                                          Funds; formerly, Director,
                                          The Standard Fire Insurance
                                          Company. Mr. Donahue is the
                                          father of J. Christopher
                                          Donahue, Vice President of the
                                          Fund.
- --------------------------------------------------------------------------------
- ----------------------------
John T. Conroy, Jr.       Trustee         President, Investment Properties
Wood/IPC Commercial                       Corporation; Senior
 Department                               Vice-President, John R. Wood and
John R. Wood and                          Associates, Inc., Realtors;
 Associates, Inc.,                        President, Northgate Village
 Realtors                                 Development Corporation;
3255 Tamiami Trail North                  General Partner or Trustee in
Naples, FL                                private real estate ventures
                                          in Southwest Florida; Director,
                                          Trustee, or Managing General
                                          Partner of the Funds; formerly,
                                          President, Naples Property
                                          Management, Inc.

- --------------------------------------------------------------------------------
- ----------------------------
William J. Copeland       Trustee         Director and Member of the
One PNC Plaza - 23rd                      Executive Committee, Michael
 Floor                                    Baker, Inc.; Director, Trustee,
Pittsburgh, PA                            or Managing General Partner
                                          of the Funds; formerly, Vice
                                          Chairman and Director, PNC
                                          Bank, N.A., and PNC Bank Corp.
                                          and Director, Ryan Homes,
                                          Inc.
- --------------------------------------------------------------------------------
- ----------------------------
James E. Dowd             Trustee         Attorney-at-law; Director, The
571 Hayward Mill Road                     Emerging Germany Fund, Inc.;
Concord, MA                               Director, Trustee, or Managing
                                          General Partner of the Funds;
                                          formerly, Director, Blue Cross
                                          of Massachusetts, Inc.
- --------------------------------------------------------------------------------
- ----------------------------
Lawrence D. Ellis, M.D.   Trustee         Hematologist, Oncologist, and
3471 Fifth Avenue                         Internist, Presbyterian and
Suite 1111                                Montefiore Hospitals; Clinical
Pittsburgh, PA                            Professor of Medicine and
                                          Trustee, University of
                                          Pittsburgh; Director, Trustee, or
                                          Managing General Partner of the
                                          Funds.
- --------------------------------------------------------------------------------
- ----------------------------
</TABLE>

4
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                          POSITIONS WITH  PRINCIPAL OCCUPATIONS
NAME AND ADDRESS          THE FUND        DURING PAST FIVE YEARS
- --------------------------------------------------------------------------------
- ----------------------------
<S>                             <C>             <C>
Edward L. Flaherty, Jr.+  Trustee         Attorney-at-law; Partner, Meyer
5916 Penn Mall                            and Flaherty; Director,
Pittsburgh, PA                            Eat'N Park Restaurants, Inc.,
                                          and Statewide Settlement
                                          Agency, Inc.; Director, Trustee,
                                          or Managing General Partner
                                          of the Funds; formerly, Counsel,
                                          Horizon Financial, F.A.,
                                          Western Region.
- --------------------------------------------------------------------------------
- ----------------------------
Edward C. Gonzales*       President,      Vice President, Treasurer, and
Federated Investors       Treasurer, and  Trustee, Federated Investors;
 Tower                    Trustee         Vice President and Treasurer,
Pittsburgh, PA                            Federated Advisers, Federated
                                          Management, and Federated
                                          Research; Executive Vice
                                          President, Treasurer, and
                                          Director, Federated Securities
                                          Corp.; Trustee, Federated
                                          Services Company; Chairman,
                                          Treasurer, and Director,
                                          Federated Administrative Services;
                                          Trustee or Director of some of
                                          the Funds; Vice President and
                                          Treasurer of the Funds.
- --------------------------------------------------------------------------------
- ----------------------------
Peter E. Madden           Trustee         Consultant; State
225 Franklin Street                       Representative, Commonwealth of
Boston, MA                                Massachusetts; Director,
                                          Trustee, or Managing General
                                          Partner of the Funds; formerly,
                                          President, State Street Bank
                                          and Trust Company and State
                                          Street Boston Corporation and
                                          Trustee, Lahey Clinic
                                          Foundation, Inc.
- --------------------------------------------------------------------------------
- ----------------------------
Gregor F. Meyer           Trustee         Attorney-at-law; Partner, Meyer
5916 Penn Mall                            and Flaherty; Chairman,
Pittsburgh, PA                            Meritcare, Inc.; Director, Eat'N
                                          Park Restaurants, Inc.;
                                          Director, Trustee, or Managing
                                          General Partner of the Funds;
                                          formerly, Vice Chairman, Horizon
                                          Financial, F.A.
- --------------------------------------------------------------------------------
- ----------------------------
Wesley W. Posvar          Trustee         Professor, Foreign Policy and
1202 Cathedral of                         Management Consultant;
 Learning                                 Trustee, Carnegie Endowment for
University of Pittsburgh                  International Peace, RAND
Pittsburgh, PA                            Corporation, Online Computer
                                          Library Center, Inc., and U.S.
                                          Space Foundation; Chairman,
                                          Czecho Slovak Management Center;
                                          Director, Trustee, or Managing
                                          General Partner of the Funds;
                                          President Emeritus, University
                                          of Pittsburgh; formerly,
                                          Chairman, National Advisory
                                          Council for Environmental Policy
                                          and Technology.
- --------------------------------------------------------------------------------
- ----------------------------
Marjorie P. Smuts         Trustee         Public relations/marketing
4905 Bayard Street                        consultant; Director, Trustee, or
Pittsburgh, PA                            Managing General Partner of the Funds.

- --------------------------------------------------------------------------------
- ----------------------------
Craig P. Churman          Vice President  Vice President, Federated
Federated Investors       and Assistant   Administrative Services; Vice
 Tower                    Treasurer       President and Assistant
Pittsburgh, PA                            Treasurer of some of the Funds.

- --------------------------------------------------------------------------------
- ----------------------------
J. Christopher Donahue    Vice President  President and Trustee, Federated
Federated Investors                       Investors; Trustee,
 Tower                                    Federated Advisers, Federated
Pittsburgh, PA                            Management, and Federated
                                          Research; President and
                                          Director, Federated Administrative
                                          Services; Trustee, Federated
                                          Services Company; President or
                                          Vice President of the Funds;
                                          Director, Trustee, or Managing
                                          General Partner of some of the
                                          Funds. Mr. Donahue is the son
                                          of John F. Donahue, Chairman and
                                          Trustee of the Trust.
- --------------------------------------------------------------------------------
- ----------------------------
Richard B. Fisher         Vice President  Executive Vice President and
Federated Investors                       Trustee, Federated Investors;
 Tower                                    Chairman and Director, Federated
Pittsburgh, PA                            Securities Corp.; President
                                          or Vice President of the Funds;
                                          Director or Trustee of some
                                          of the Funds.
- --------------------------------------------------------------------------------
- ----------------------------
</TABLE>

                                                                               5
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                          POSITIONS WITH  PRINCIPAL OCCUPATIONS
NAME AND ADDRESS          THE FUND        DURING PAST FIVE YEARS
- --------------------------------------------------------------------------------
- ----------------------------
<S>                             <C>             <C>
John W. McGonigle         Vice President  Vice President, Secretary,
Federated Investors       and Secretary   General Counsel, and Trustee,
 Tower                                    Federated Investors; Vice
Pittsburgh, PA                            President, Secretary, and Trustee,
                                          Federated Advisers, Federated
                                          Management, and Federated
                                          Research; Trustee, Federated
                                          Services Company; Executive
                                          Vice President, Secretary, and
                                          Director, Federated
                                          Administrative Services;
                                          Director and Executive Vice
                                          President, Federated Securities
                                          Corp.; Vice President and
                                          Secretary of the Funds.
- --------------------------------------------------------------------------------
- ----------------------------
John A. Staley, IV        Vice President  Vice President and Trustee,
Federated Investors                       Federated Investors; Executive
 Tower                                    Vice President, Federated
Pittsburgh, PA                            Securities Corp.; President and
                                          Trustee, Federated Advisers,
                                          Federated Management, and
                                          Federated Research; Vice
                                          President of the Funds; Director,
                                          Trustee, or Managing General
                                          Partner of some of the Funds;
                                          formerly, Vice President, The
                                          Standard Fire Insurance
                                          Company and President of its
                                          Federated Research Division. of
                                          the Funds.
- --------------------------------------------------------------------------------
- ----------------------------
<FN>
*  This Trustee is deemed to be an "interested person" of the Fund as defined in
  the Investment Company Act of 1940.
+ Member of  the Executive Committee.  The Executive Committee  of the Board  of
  Trustees  handles  the  responsibilities  of  the  Board  of  Trustees between
  meetings of the Board.
</TABLE>

THE FUNDS

A. T. Ohio Municipal Money Fund; American Leaders Fund, Inc.; Annuity Management
Series; Automated Cash Management Trust; Automated Government Money Trust; The
Boulevard Funds; California Municipal Cash Trust; Cash Trust Series II; Cash
Trust Series, Inc.; DG Investor Series; Edward D. Jones & Co. Daily Passport
Cash Trust; Federated ARMs Fund; Federated Exchange Fund, Ltd.; Federated GNMA
Trust; Federated Government Trust; Federated Growth Trust; Federated High Yield
Trust; Federated Income Securities Trust; Federated Income Trust; Federated
Index Trust; Federated Intermediate Government Trust; Federated Master Trust;
Federated Municipal Trust; Federated Short-Intermediate Government Trust;
Federated Short-Term U.S. Government Trust; Federated Stock Trust; Federated
Tax-Free Trust; Federated U.S. Government Bond Fund; First Priority Funds; Fixed
Income Securities, Inc.; Fortress Adjustable Rate U.S. Government Fund, Inc.;
Fortress Municipal Income Fund, Inc.; Fortress Utility Fund, Inc.; Fund for U.S.
Government Securities, Inc.; Government Income Securities, Inc.; High Yield Cash
Trust; Insight Institutional Series, Inc.; Insurance Management Series;
Intermediate Municipal Trust; International Series, Inc.; Investment Series
Funds, Inc.; Investment Series Trust; Liberty Equity Income Fund, Inc.; Liberty
High Income Bond Fund, Inc.; Liberty Municipal Securities Fund, Inc.; Liberty
U.S. Government Money Market Trust; Liberty Term Trust, Inc. - 1999; Liberty
Utility Fund, Inc.; Liquid Cash Trust; Managed Series Trust; Mark Twain Funds;
Money Market Management, Inc.; Money Market Obligations Trust; Money Market
Trust; Municipal Securities Income Trust; New York Municipal Cash Trust; 111
Corcoran Funds; Peachtree Funds; The Planters Funds; Portage Funds; RIMCO
Monument Funds; The Shawmut Funds; Short-Term Municipal Trust; Signet Select
Funds; Star Funds; The Starburst Funds; The Starburst Funds II; Stock and Bond
Fund, Inc.; Sunburst Funds; Targeted Duration Trust; Tax-Free Instruments Trust;
Trademark Funds; Trust for Financial Institutions; Trust For Government Cash
Reserves; Trust for Short-Term U.S. Government Securities; Trust for U.S.
Treasury Obligations.

FUND OWNERSHIP

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

TRUSTEE LIABILITY

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

6
<PAGE>
- --------------------------------------------------------------------------------

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

ADVISER TO THE TRUST

The Trust's investment adviser is Signet Asset Management (the "Adviser"), which
is a division of Signet Trust Company, a wholly-owned subsidiary of Signet
Banking Corporation.

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 for acts or
omissions involving willful 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 Signet Asset Management to
restrict the flow of non-public information, Fund investments are typically made
without any knowledge of Signet Asset Management's or its affiliates' lending
relationships with an issuer.

ADVISORY FEES

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

    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 fees.

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

FUND ADMINISTRATION
- ------------------------------------------------------------------

Federated Administrative Services, which is a subsidiary of Federated Investors,
provides administrative personnel and services to the Fund for a fee as
described in the prospectus. John A. Staley, IV, an officer of the Trust, holds
approximately 15% of the outstanding common stock and serves as a director of
Commercial Data Services, Inc., a company which provides computer processing
services to Federated Administrative Services.

DISTRIBUTION PLAN
- ------------------------------------------------------------------

The Fund has adopted a Plan pursuant to Rule 12b-1 which was promulgated by the
Securities and Exchange Commission pursuant to the Investment Company Act of
1940. The Plan permits the payment of fees to brokers for distribution and
administrative services and to administrators for administrative services. The
Plan is designed to (i) stimulate brokers to provide distribution and
administrative support services to shareholders and (ii) stimulate
administrators to render administrative support services to shareholders. The
administrative services are provided by a representative who has knowledge of
the shareholder's particular circumstances and goals. By adopting the Plan, the
Board of Trustees expects that the Fund will be able to achieve a more
predictable flow of cash for investment purposes and to meet redemptions. This
will facilitate more efficient portfolio management and assist the Fund in
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 may include: (1) an efficient and
effective administrative system; (2) a more efficient use of shareholder assets
by having them rapidly invested with a minimum of delay and administrative
detail; and (3) an efficient and reliable shareholder records system and prompt
responses to shareholder requests and inquiries concerning their accounts.

                                                                               7
<PAGE>
- --------------------------------------------------------------------------------

CUSTODIAN AND PORTFOLIO RECORDKEEPER.  Signet Trust Company, Richmond, VA is
custodian for the securities and cash of the Fund. Federated Services Company,
Pittsburgh, PA provides certain accounting and recordkeeping services with
respect to the Fund's portfolio investments.

As custodian, Signet Trust Company holds the Fund's portfolio securities in
safekeeping and keeps all necessary records and documents relating to its
duties. For its services, the custodian receives a fee at an annual rate of .05
of 1% on the first $10 million of average net assets of each of the seven
respective portfolios and .025 of 1% on average net assets in excess of $10
million. There is a $20 fee imposed on each transaction. The custodian fee
received during any fiscal year shall be at least $1,000 per Fund.

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

The Trustees have decided that the best method for determining the value of
portfolio instruments is amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as adjusted for amortization of
premium or accumulation of discount rather than at current market value.
Accordingly, neither the amount of daily income nor the net asset value is
affected by any unrealized appreciation or depreciation of the portfolio. In
periods of declining interest rates, the indicated daily yield on shares of the
Fund computed by dividing the annualized daily income on the Fund's portfolio by
the net asset value computed as above may tend to be higher than a similar
computation made by using a method of valuation based upon market prices and
estimates. In periods of rising interest rates, the opposite may be true.

The Fund's use of the amortized cost method of valuing portfolio instruments
depends on its compliance with certain conditions in Rule 2a-7 (the "Rule")
promulgated by the Securities and Exchange Commission under the Investment
Company Act of 1940. Under the Rule, the Trustees must establish procedures
reasonably designed to stabilize the net asset value per share, as computed for
purposes of distribution and redemption, at $1.00 per share, taking into account
current market conditions and the Fund's investment objective. The procedures
include monitoring the relationship between the amortized cost value per share
and the net asset value per share based upon available indications of market
value. The Trustees will decide what, if any, steps should be taken if there is
a difference of more than 0.5 of 1% between the two values. The Trustees will
take any steps they consider appropriate (such as redemption in kind or
shortening the average portfolio maturity) to minimize any material dilution or
other unfair results arising from differences between the two methods of
determining net asset value.

REDEMPTION IN KIND

The Fund is obligated to redeem shares solely in cash up to $250,000 or 1% of
the Fund's net asset value, whichever is less, for any one shareholder within a
90-day period. Any redemption beyond this amount will also be in cash unless the
Trustees determine that further payments should be in kind. In such cases, 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 who sell these securities could receive
less than the redemption value and could incur certain transaction costs.

THE FUND'S TAX STATUS

To qualify for the special tax treatment afforded to regulated investment
companies, 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.

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

Performance depends upon such variables as: portfolio quality; average portfolio
maturity; type of instruments in which the portfolio is invested; changes in
interest rates; changes in expenses; and the relative amount of cash flow. To
the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in shares of
the Fund, the performance will be reduced for those shareholders paying those
fees.

8
<PAGE>
- --------------------------------------------------------------------------------

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

The Fund calculates its yield based upon the seven days ending on the day of the
calculation, called the "base period." This yield is computed by: determining
the net change in the value of a hypothetical account with a balance of one
share at the beginning of the base period, with the net change excluding capital
changes but including the value of any additional shares purchased with
dividends earned from the original one share and all dividends declared on the
original and any purchased shares; dividing the net change in the account's
value by the value of the account at the beginning of the base period to
determine the base period return; and multiplying the base period return by
365/7.

EFFECTIVE YIELD
- ------------------------------------------------------------------

The Fund calculates its effective yield by compounding the unannualized base
period return by: adding 1 to the base period return; raising the sum to the
365/7th power; and subtracting 1 from the result.

TAX-EQUIVALENT YIELD
- ------------------------------------------------------------------

The Fund's tax-equivalent yield is calculated similarly to the yield, but is
adjusted to reflect the taxable yield that the Fund would have had to earn to
equal its actual yield, assuming a 31% tax rate (the maximum effective federal
rate for individuals) and assuming that income is 100% tax-exempt.

    TAX-EQUIVALENCY TABLE

      The Fund may also use a tax-equivalency table in advertising and sales
      literature. The interest earned by the municipal bonds in the Fund's
      portfolio generally remain free from federal regular income tax,* and is
      often free from state and local taxes as well. As the table below
      indicates, a "tax-free" investment is an attractive choice for investors,
      particularly in times of narrow spreads between tax-free and taxable
      yields.

<TABLE>
<CAPTION>
                   TAX-FREE YIELD* VS. TAXABLE YIELD
                      FEDERAL INCOME TAX BRACKET
- -----------------------------------------------------------------------
<S>                    <C>           <C>                <C>
                           15.00%             28.00%              31.00%
- -----------------------------------------------------------------------
JOINT RETURN           $1-38,000     $38,001-91,850     $91,851-140,000
SINGLE RETURN          $1-22,750     $22,751-55,100     $55,101-115,000
- -----------------------------------------------------------------------
TAX-EXEMPT YIELD         TAXABLE YIELD EQUIVALENT
- -----------------------------------------------------------------------
       2.50%                2.94%              3.47%               3.62%
       3.00                 3.53               4.17                4.35
       3.50                 4.12               4.86                5.07
       4.00                 4.71               5.56                5.80
       4.50                 5.29               6.25                6.52
       5.00                 5.88               6.94                7.25
</TABLE>

NOTE: The maximum marginal tax rate for each bracket was used in calculating the
taxable yield equivalent.
The chart above if for illustrative purposes only. It is not an indicator of
past or future performance of the Fund.
    * Some portion of the Fund's income may be subject to the federal
      alternative minimum tax and state and local taxes.

TOTAL RETURN

Average annual total return is the average compounded rate of return for a given
period that would equate a $1,000 initial investment to the ending redeemable
value of that investment. The ending redeemable value is compounded 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.

                                                                               9
<PAGE>
- --------------------------------------------------------------------------------

PERFORMANCE COMPARISONS

Investors may use financial publications and/or indices to obtain a more
complete view of the Fund's performance. When comparing performance, investors
should consider all relevant factors such as the composition of any index used,
prevailing market conditions, portfolio compositions of other funds, and methods
used to value portfolio securities and compute net asset value. The financial
publications and/or indices which the Fund uses in advertising may include:

- - LIPPER ANALYTICAL SERVICES, INC. ranks funds in various fund categories by
  making comparative calculations using total return. Total return assumes the
  reinvestment of all income dividends and capital gains distributions, if any.
  From time to time, the Fund will quote its Lipper ranking in the "Tax-Free
  Money Market Funds" category in advertising and sales literature.

- - IBC/DONOGHUE'S MONEY FUND REPORT publishes annualized yields of hundreds of
  money market funds on a weekly basis, and through its Money Market Insight
  publication, reports monthly and 12-month-to-date investment results for the
  same money funds.

- - MONEY, A MONTHLY MAGAZINE, regularly ranks money market funds in various
  categories based on the latest available seven-day compound effective yield.
  From time to time, the Fund will quote its Money ranking in advertising and
  sales literature.

- - SALOMON BROTHERS SIX-MONTH PRIME MUNI NOTES is an index of selected municipal
  notes, maturing in six months, whose yields are chosen as representative of
  this market. Calculations are made weekly and monthly.

- - SALOMON BROTHERS ONE-MONTH TAX-EXEMPT COMMERCIAL PAPER is an index of selected
  tax-exempt commercial paper issues, maturing in one month, whose yields are
  chosen as representative of this particular market. It is a weekly quote of
  the most representative yields for selected securities, issued by the U.S.
  Treasury, maturing in 30 days. Calculations are made weekly and monthly.
  Ehrlich-Bober & Co., Inc. also tracks this Salomon Brothers Index.

10
<PAGE>
APPENDIX
- ------------------------------------------------------------------

STANDARD & POOR'S CORPORATION, MUNICIPAL BOND RATINGS

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

NR--NR indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.

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

MOODY'S INVESTORS SERVICE, MUNICIPAL BOND RATINGS

AAA--Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
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.

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

FITCH INVESTORS SERVICE, INC., LONG-TERM DEBT RATINGS

AAA--Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.

AA--Bonds considered to be investment grade and of very high quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA
categories are not significantly vulnerable to foreseeable future developments,
short-term debt of these issuers is generally rated F-1+.

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

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

STANDARD & POOR'S CORPORATION, MUNICIPAL NOTE RATINGS

SP-1--Very strong or strong capacity to pay principal and interest. Those issues
determined to possess overwhelming safety characteristics will be given a plus
(+) designation.

SP-2--Satisfactory capacity to pay principal and interest.

MOODY'S INVESTORS SERVICE, SHORT-TERM LOAN RATINGS

MIG1/VMIG1--This designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support or demonstrated
broad-based access to the market for refinancing.

MIG2/VMIG2--This designation denotes high quality. Margins of protection are
ample although not so large as in the preceding group.

                                                                              11
<PAGE>
- --------------------------------------------------------------------------------

FITCH INVESTORS SERVICE, INC., SHORT-TERM DEBT RATINGS

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

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

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

                                                               G00136-02-B(6/93)

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