MEDALIST FUNDS, 485APOS, 1994-12-21

MEDALIST FUNDS
485APOS, 1994-12-21

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1933 Act File No. 33-36451
1940 Act File No. 811-6158

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X

Pre-Effective Amendment No.

Post-Effective Amendment No. 10 X

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X

Amendment No. 13 X

THE MEDALIST FUNDS

(Exact Name of Registrant as Specified in Charter)

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

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

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

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b)
on _________________ pursuant to paragraph (b)
_ 60 days after filing pursuant to paragraph (a)(i)
X 75 days after filing pursuant to paragraph (a)(ii)
on pursuant to paragraph (a)(ii) of Rule 485.

If appropriate, check the following box:
This post-effective amendment designates anew effective date for a
previouslyfiled post-effective amendment.

Registrant has filed with the Securities and Exchange Commission a
declaration pursuant to Rule 24f-2 under the Investment Company Act of
1940, and:

X filed the Notice required by that Rule on November 15, 1994; or
intends to file the Notice required by that Rule on or about
____________; or
during the most recent fiscal year did not sell any securities pursuant
to Rule 24f-2 under the Investment Company Act of 1940, and, pursuant to
Rule 24f-2(b)(2), need not file the Notice.

Copies to:
Thomas J. Donnelly, Esquire Charles H. Morin, Esquire
Houston, Houston & Donnelly Dickstein, Shapiro & Morin,
L.L.P.
2510 Centre City Tower 2101 L Street, N.W.
650 Smithfield Street Washington, D.C. 20037
Pittsburgh, Pennsylvania 15222

CROSS-REFERENCE SHEET

This Amendment to the Registration Statement of THE MEDALIST FUNDS,
which is comprised of eight portfolios: (1) The U.S. Government Securities
Fund;(2) The Maryland Municipal Bond Fund; (3) The Money Market Fund; (4)
The Treasury Money Market Fund; (5) The Stock Fund;
(6) The Virginia Municipal Bond Fund; all of which are offered in two
separate classes of shares known as Investment Shares and Trust Shares; (7)
The Tax-Free Money Market Fund; and (8) The Strategic Stock Fund; neither
of which currently offer separate classes of shares, relates only to The
Strategic Stock Fund, and is comprised of the following:

PART A. INFORMATION REQUIRED IN A PROSPECTUS.

Prospectus Heading
(Rule 404(c) Cross Reference)

Item 1. Cover Page (1-8) Cover Page.
Item 2. Synopsis (1-8) Summary of Fund Expenses.
Item 3. Condensed Financial
Information (1-6) Financial Highlights
Item 4. General Description of
Registrant (1-8) General Information; Investment
Objective; Investment Policies;
Investment Limitations.
Item 5. Management of the Fund (1-8) The Medalist Funds Information;
(1-8) Management of the Trust; (1-8)
Distribution of Shares; (1-6,
Investment Shares only; 8)
Distribution Plan; (1-8)
Administration of the Funds; (1-8)
Expenses of the Funds (and Shares.)
Item 6. Capital Stock and Other
Securities (1-8) Dividends; Capital Gains;
Shareholder Information;
Voting Rights; Massachusetts
Partnership Law; Tax Information;
Federal Income Tax.
Item 7. Purchase of Securities Being
Offered (1-8) Net Asset Value; (1-8) Investing
in Shares; (1-8) Share Purchases; (1-
8) Minimum Investment Required; (1-8)
What Shares Cost; (1-8) Certificates
and Confirmations; (1-6, Investment
Shares only; 8) Exchange Privilege.
Item 8. Redemption or Repurchase (1-8) Redeeming Shares; (1-8) By
Telephone; (1-8) By Mail; (1-8)
Contingent Deferred Sales Charge
(Investment Shares Only); (1-8)
Systematic Withdrawal Program
(Investment Shares only).
Item 9. Pending Legal Proceedings None.
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.

Item 10. Cover Page (1-8) Cover Page.
Item 11. Table of Contents (1-8) Table of Contents.
Item 12. General Information and
History (1-8) General Information About the
Trust.
Item 13. Investment Objectives and
Policies (1-8) Investment Objective and
Policies.
Item 14. Management of the Fund (1-8) The Medalist Funds Management.
Item 15. Control Persons and Principal
Holders of Securities Not Applicable.
Item 16. Investment Advisory and Other
Services (1-8) Investment Advisory Services;
Administrative Services; Custodian.
Item 17. Brokerage Allocation (1-8) Brokerage Transactions.
Item 18. Capital Stock and Other
Securities Not applicable.
Item 19. Purchase, Redemption and
Pricing of Securities Being
Offered (1-8) Purchasing Shares; (1-8)
Determining Net Asset Value; (1-8)
Redeeming Shares; (1-7) Exchange
Privilege (Investment Shares only).
Item 20. Tax Status (1-8) Tax Status.
Item 21. Underwriters (1-8) Distribution Plan (Investment
Shares only).
Item 22. Calculation of Performance
Data (1-8) Performance Comparisons.
Item 23. Financial Statements To be filed by amendment.

THE STRATEGIC STOCK FUND

(A PORTFOLIO OF THE MEDALIST FUNDS)
PROSPECTUS

The shares of The Strategic Stock Fund (the "Fund") offered by this prospectus
represent interests in a diversified portfolio in The Medalist Funds (the
"Trust"), an open-end management investment company (a mutual fund). The Fund
seeks to provide growth of capital by investing primarily in common stocks.

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

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

The Fund has also filed a Statement of Additional Information dated ,
1995, 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 Trust or calling 804-732-9512.

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 , 1995

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

SUMMARY OF FUND EXPENSES 1
- ------------------------------------------------------

GENERAL INFORMATION 2
- ------------------------------------------------------

INVESTMENT INFORMATION 2
- ------------------------------------------------------

Investment Objective 2
Investment Policies 2
Acceptable Investments 2
Common Stocks 2
Other Corporate Securities 2
Commercial Paper 2
Bank Instruments 2
American Depositary Receipts 2
U.S. Government Securities 3
Put and Call Options 3
Financial Futures and Options
on Futures 3
Risks 3
Portfolio Turnover 3
Borrowing Money 4
Selling Short 4
Restricted and Illiquid Securities 4
When-Issued and Delayed Delivery
Transactions 4
Investing in Securities of Other
Investment Companies 4
Diversification 4
Repurchase Agreements 4
Lending of Portfolio Securities 5
Acquiring Securities 5
Investment Risks 5

THE MEDALIST FUNDS INFORMATION 5
- ------------------------------------------------------

Management of the Trust 5
Board of Trustees 5
Investment Adviser 5
Advisory Fees 6
Adviser's Background 6
Distribution of Fund Shares 6
Distribution Plan 6
Administrative Arrangements 7
Glass-Steagall Act 7
Administration of the Funds 7
Administrative Services 7
Custodian 7
Transfer Agent and Dividend
Disbursing Agent 7
Legal Counsel 7
Independent Auditors 7
Expenses of the Fund 7
Brokerage Transactions 7

NET ASSET VALUE 8
- ------------------------------------------------------

INVESTING IN THE FUND 8
- ------------------------------------------------------

Share Purchases 8
By Check 8
By Wire 8
Systematic Investment Program 8
Minimum Investment Required 8
What Shares Cost 8
Certificates and Confirmations 9
Dividends 9
Capital Gains 9

EXCHANGE PRIVILEGE 9
- ------------------------------------------------------

By Telephone 9

REDEEMING SHARES 10
- ------------------------------------------------------

By Telephone 10
By Mail 10
Contingent Deferred Sales Charge 11
Systematic Withdrawal Program 11
Accounts with Low Balances 12

SHAREHOLDER INFORMATION 12
- ------------------------------------------------------

Voting Rights 12
Massachusetts Partnership Law 12

EFFECT OF BANKING LAWS 12
- ------------------------------------------------------

TAX INFORMATION 13
- ------------------------------------------------------

Federal Income Tax 13

PERFORMANCE INFORMATION 13
- ------------------------------------------------------

ADDRESSES 14
- ------------------------------------------------------

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

<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
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)............................. 2.00%
Redemption Fee (as a percentage of amount redeemed, if applicable).................. None
Exchange Fee........................................................................ None

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

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

(2) As of the date of this prospectus, the Fund is not paying or accruing 12b-1
fees. The Fund will not pay or accrue 12b-1 fees until a separate class of
shares has been created for certain institutional investors. The Fund can pay up
to 0.25% as a 12b-1 fee to the distributor. See "The Medalist Funds
Information."

(3) Total Fund Operating Expenses for the Fund are estimated to be % absent
the anticipated voluntary waiver of the advisory fee.

* TOTAL FUND OPERATING EXPENSES ARE ESTIMATED BASED ON AVERAGE EXPENSES EXPECTED
TO BE INCURRED DURING THE FISCAL YEAR ENDING SEPTEMBER 30, 1995. DURING THE
COURSE OF THIS PERIOD, EXPENSES MAY BE MORE OR LESS THAN THE AVERAGE AMOUNT
SHOWN.

THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF THE FUND WILL BEAR, EITHER
DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND
EXPENSES, SEE "THE MEDALIST FUNDS INFORMATION" AND "INVESTING IN THE FUND."

<TABLE>
<CAPTION>
EXAMPLE 1 year 3 years
- ---------------------------------------------------------------------------- ------ -------
<S> <C> <C>
You would pay the following expenses on a $1,000 investment assuming (1) 5%
annual return; (2) redemption at the end of each time period+; and (3) no
redemption.................................................................. $ $
</TABLE>

+ 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 FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THIS EXAMPLE
IS BASED ON ESTIMATED DATA FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 1995.

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 "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, diversified portfolio
investing primarily in common stocks. A minimum initial investment of $1,000 is
required. A contingent deferred sales charge may be imposed on all shares of the
Fund (other than shares purchased through reinvestment of dividends and capital
gains distributions), which are redeemed within five years of their purchase
dates. Information on redeeming shares of the Fund may be found under "Redeeming
Shares." The Fund is advised by Signet Asset Management.

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

INVESTMENT OBJECTIVE

The investment objective of the Fund is to provide growth of capital. The
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

ACCEPTABLE INVESTMENTS. The Fund pursues its investment objective by investing
primarily in common stocks of large, medium and small capitalization companies
which are either listed on the New York or American Stock Exchange or trade in
the over-the-counter markets. The securities in which the Fund invests include,
but are not limited to, the following securities. Unless indicated otherwise,
investment policies may be changed by the Trustees without shareholder approval.
Shareholders will be notified before any material changes in these policies
becomes effective.

COMMON STOCKS. The Fund will invest in stocks that the Fund's investment
adviser's proprietary investment methodology has identified as having superior
appreciation potential over the prevailing market cycle. Factors such as product
position, market share, potential earnings growth, or asset values will be
considered by the investment adviser. Under normal market conditions, at least
65% of the Fund's portfolio will be invested in common stocks.

OTHER CORPORATE SECURITIES. The Fund may invest in preferred stocks, corporate
bonds, notes, warrants, rights, and convertible securities of these companies.

COMMERCIAL PAPER. The Fund may invest in commercial paper rated A-1 by Standard
& Poor's Ratings Group ("S&P"), or Prime-1 by Moody's Investors Service, Inc.
("Moody's"), or F-1 by Fitch Investors Services ("Fitch") and money market
instruments (including commercial paper) which are unrated but of comparable
quality, including Canadian Commercial Paper ("CCPs") and Europaper.

BANK INSTRUMENTS. The Fund may invest in instruments of domestic and foreign
banks and savings and loans (such as certificates of deposit, demand and time
deposits, savings shares, and bankers' acceptances) if they have capital,
surplus, and undivided profits over $100,000,000, or if the principal amount of
the instrument is insured by the Bank Insurance Fund ("BIF"), which is
administered by the Federal Deposit Insurance Corporation ("FDIC") or the
Savings Association Insurance Fund ("SAIF"), which is administered by the FDIC.
These instruments may include Eurodollar Certificates of Deposit ("ECDs"),
Yankee Certificates of Deposit ("Yankee CDs"), and Eurodollar Time Deposits
("ETDs").

AMERICAN DEPOSITARY RECEIPTS ("ADRS"). The Fund may invest in ADRs. ADRs are
receipts typically issued by an American bank or trust company that evidences
ownership of underlying securities issued by a foreign issuer.

U.S. GOVERNMENT SECURITIES. The Fund may invest in securities issued and/or
guaranteed as to payment of principal and interest by the U.S. government, its
agencies or instrumentalities including those obligations purchased on a
when-issued or delayed delivered basis.

PUT AND CALL OPTIONS. The Fund may purchase put options on its portfolio
securities. These options will be used as a hedge to attempt to protect
securities which the Fund holds against decreases in value. The Fund may also
write covered call options on all or any portion of its portfolio to generate
income for the Fund. The Fund will write call options on securities either held
in its portfolio or which it has the right to obtain without payment of further
consideration or for which it has segregated cash or U.S. government securities
in the amount of any additional consideration.

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

Over-the-counter options are two party contracts with price and terms negotiated
between buyer and seller. In contrast, exchange traded options are third party
contracts with standardized strike prices and expiration dates and are purchased
from a clearing corporation. Exchange-traded options have a continuous liquid
market while over-the-counter options may not. The Fund will not buy call
options or write put options without further notification to shareholders.

FINANCIAL FUTURES AND OPTIONS ON FUTURES. The Fund may purchase and sell
financial futures contracts to hedge all or a portion of its portfolio against
changes in stock prices. Financial futures contracts call for the delivery of
particular debt instruments at a certain time in the future. The seller of the
contract agrees to make delivery of the type of instrument called for in the
contract and the buyer agrees to take delivery of the instrument at the
specified future time.

The Fund may also write call options and purchase put options on financial
futures contracts as a hedge to attempt to protect securities in its portfolio
against decreases in value. When the Fund writes a call option on a futures
contract, it is undertaking the obligation of selling a futures contract at a
fixed price at any time during a specified period if the option is exercised.

Conversely, as purchaser of a put option on a futures contract, the Fund is
entitled (but not obligated) to sell a futures contract at the fixed price
during the life of the option.

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

RISKS. When the Fund uses financial futures and options on financial
futures as hedging devices, there is a risk that the prices of the
securities subject to the futures contracts may not correlate perfectly
with the prices of the securities in the Fund's portfolio. This may cause
the futures contract and any related options to react differently than the
portfolio securities to market changes. In addition, the Fund's investment
adviser could be incorrect in its expectations about the direction or
extent of market factors such as stock price movements. In these events,
the Fund may lose money on the futures contract or option.

It is not certain that a secondary market for positions in futures
contracts or for options will exist at all times. Although the investment
adviser will consider liquidity before entering into options transactions,
there is no assurance that a liquid secondary market on an exchange or
otherwise will exist for any particular futures contract or option at any
particular time. The Fund's ability to establish and close out futures and
options positions depends on this secondary market.

PORTFOLIO TURNOVER. Although the Fund does not intend to invest for the purpose
of seeking short-term profits, securities in its portfolio will be sold whenever
the adviser believes it is appropriate to do so in light of the Fund's
investment objective, without regard to the length of time a particular security

may have been held. The adviser does not anticipate that the Fund's annual
portfolio turnover rate will exceed 200% under normal market conditions. A high
portfolio turnover rate may lead to increased costs and may also result in
higher taxes paid by the Fund's shareholders.

BORROWING MONEY. The Fund will not borrow money directly or through reverse
repurchase agreements (arrangements in which the Fund sells a portfolio
instrument for a percentage of its cash value with an agreement to buy it back
on a set date) or pledge securities except, under certain circumstances, the
Fund may borrow money up to one-third of the value of its total assets and
pledge up to 15% of the value of those assets to secure such borrowings. This
policy cannot be changed without the approval of holders of a majority of the
Fund's shares.

SELLING SHORT. The Fund will not make short sales of securities, except in
certain limited circumstances. This policy cannot be changed without the
approval of holders of a majority of the Fund's Shares.

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 restriction on resale under federal securities law. The Fund will not invest
more than 10% of the value of its total assets in securities subject to
restrictions on resale under the Securities Act of 1933 (except for certain
restricted securities which meet the criteria for liquidity as established by
the Board of Trustees). This exception specifically extends to commercial paper
issued under Section 4(2) of the Securities Act of 1933. This policy cannot be
changed without the approval of holders of a majority of the Fund's Shares.

The Fund will not invest more than 15% of its net assets in illiquid securities,
including repurchase agreements providing for settlement more than seven days
after notice and certain securities determined by the Trustees not to be liquid.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. The Fund may purchase securities
on a when-issued or delayed delivery basis. In when-issued and delayed delivery
transactions, the Fund relies on the seller to complete the transaction. The
seller's failure to complete the transaction may cause the Fund to miss a price
or yield considered to be advantageous. Settlement dates may be a month or more
after entering into these transactions, and the market values of the securities
purchased may vary from the purchase dates. Accordingly, the Fund may pay
more/less than the market value of the securities on the settlement date. The
Fund may dispose of a commitment prior to settlement if the adviser deems it
appropriate to do so. In addition, the Fund may enter into transactions to sell
its purchase commitments to third parties at current market values and
simultaneously acquire other commitments to purchase similar securities at later
dates. The Fund may realize short-term profits or losses upon the sale of such
commitments.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES. The Fund may invest in
the securities of other investment companies, but will not own more than 3% of
the total outstanding voting stock of any investment company, invest more than
5% of total assets in any one investment company, or invest more than 10% of
total assets in investment companies in general. The Fund will invest in other
investment companies primarily for the purpose of investing short-term cash
which has not yet been invested in other portfolio instruments. It should be
noted that investment companies incur certain expenses such as management fees
and, therefore, any investment by the Fund in shares of another investment
company would be subject to such duplicate expenses. The adviser will waive its
investment advisory fee on assets invested in securities of open-end investment
companies.

DIVERSIFICATION. With respect to 75% of the value of total assets and the Fund
will not invest more than 5% in securities of any one issuer other than cash or
securities issued or guaranteed by the government of the United States or its
agencies or instrumentalities and repurchase agreements collateralized by such
securities. This policy cannot be changed without the approval of holders of a
majority of the Fund's Shares.

REPURCHASE AGREEMENTS. The securities in which the Fund invests may be purchased
pursuant to repurchase agreements. Repurchase agreements are arrangements in
which banks, broker/dealers, and other recognized financial institutions sell
U.S. government securities or other securities to the Fund and agree at the time
of sale to repurchase them at a mutually agreed upon time and price. To the

extent that the original seller does not repurchase the securities from the
Fund, the Fund could receive more or less than the repurchase price on any sale
of such securities.

LENDING OF PORTFOLIO SECURITIES. In order to generate additional income, the
Fund may lend portfolio securities on a short-term or a long-term basis up to
one-third of the value of its total assets to broker/dealers, banks, or other
institutional borrowers of securities. The Fund will only enter into loan
arrangements with broker/dealers, banks, or other institutions which the
investment adviser has determined are creditworthy under guidelines established
by the Board of Trustees and will receive collateral in the form of cash or U.S.
government securities equal to at least 100% of the value of the securities
loaned.

There is the risk that when lending portfolio securities, the securities may not
be available to the Fund on a timely basis and the Fund may, therefore, lose the
opportunity to sell the securities at a desirable price. In addition, in the
event that a borrower of securities would file for bankruptcy or become
insolvent, disposition of the securities may be delayed pending court action.
This policy cannot be changed without the approval of holders of a majority of
the Fund's shares.

ACQUIRING SECURITIES. The Fund will not acquire more than 10% of the outstanding
voting securities of any one issuer. This policy cannot be changed without the
approval of holders of a majority of the Fund's shares.

INVESTMENT RISKS

The Fund's ADRs, ECDs, ETDs, Yankee CDs, and Europaper are subject to different
risks than domestic obligations of domestic banks or corporations. Examples of
these risks include international economic and political developments, foreign
governmental restrictions that may adversely affect the payment of principal or
interest, foreign withholding or other taxes on interest income, difficulties in
obtaining or enforcing a judgment against the issuing entity, and the possible
impact of interruptions in the flow of international currency transactions.
Different risks may also exist for ECDs, ETDs, and Yankee CDs because the banks
issuing these instruments, or their domestic or foreign branches, are not
necessarily subject to the same regulatory requirements that apply to domestic
banks, such as reserve requirements, loan limitations, examinations, accounting,
auditing, recordkeeping, and the public availability of information. These
factors will be carefully considered by the Fund's adviser in selecting
investments for the Fund.

As with other mutual funds that invest primarily in equity securities, the Fund
is subject to market risks. That is, the possibility exists that common stocks
will decline over short or even extended periods of time. The United States
equity market tends to be cyclical, experiencing both periods when stock prices
generally increase and periods when stock prices generally decrease. However,
because the Fund invests a portion of its assets in small capitalization stocks,
there are some additional risk factors associated with investments in the Fund.
In particular, stocks in the small capitalization sector of the United States
equity market have historically been more volatile in price than larger
capitalization stocks, such as those included in the Standard & Poor's 500
Composite Stock Price Index ("Standard & Poor's 500 Index"). This is because,
among other things, small companies have less certain growth prospects than
larger companies; have a lower degree of liquidity in the equity market; and
tend to have a greater sensitivity to changing economic conditions.

In addition, with respect to fixed income securities, investors should be aware
that prices of fixed income securities generally fluctuate inversely to the
direction of interest rates.

THE MEDALIST FUNDS INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES. The Board of Trustees (the "Board" or the "Trustees") 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 Fund are made by Signet Asset
Management, the Fund's investment adviser (the "Adviser"), subject to direction
by the Trustees. The Adviser continu-

ally 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.

ADVISORY FEES. The Adviser receives an annual investment advisory fee of
.75 of 1% of the Fund's average net assets. The fee paid by the Fund, while
higher than the advisory fee paid by other mutual funds in general, is
comparable to fees paid by other mutual funds with similar objectives and
policies. 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 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 November 30, 1994, Signet Trust Company had
$5.3 billion in total trust assets. Signet Asset Management has investment
authority over $2.6 billion of the $5.3 billion. The Adviser has managed
The Medalist Funds since their inception in 1990. The Adviser manages three
equity common trust funds with $39.4 million in assets and three fixed
income common trust funds with $225.9 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.

Garry M. Allen has managed the Fund since its inception. Mr. Allen is a
Chartered Financial Analyst, and has since March 1994 been Senior Vice
President of Signet Trust Company and Chief Investment Officer for Signet
Asset Management. Prior to joining Signet Asset Management, Mr. Allen was
the Managing Director of U.S. Equities (November 1990 to March 1994) and
Director, International Asset Management (June 1985 to November 1990) of
the Virginia Retirement System.

DISTRIBUTION OF FUND SHARES

Federated Securities Corp. is the principal distributor for shares of 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 on behalf of the Fund (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 .25 of 1% of the average net asset value
of shares of the Fund 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 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 will, periodically, uniformly offer to pay cash or promotional
incentives in the form of trips to sales seminars at luxury resorts, tickets or
other items to all dealers selling shares of the Fund. Such payments will be
predicated upon the amount of shares of the Fund that are sold by the dealers.

ADMINISTRATIVE ARRANGEMENTS. The distributor may pay financial institutions a
fee based upon the average net asset value of shares of the Fund 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 FUNDS

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
----------------------------------- -----------------------------------
<S> <C>
.150 of 1% on the first $250 million
.125 of 1% on the next $250 million
.100 of 1% on the next $250 million
.075 of 1% on assets in excess of $750 million
</TABLE>

The administrative fee received during any fiscal year shall be at least
$150,000. 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 shares of 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.

INDEPENDENT AUDITORS. The independent auditors for the Fund are Deloitte &
Touche LLP, Pittsburgh, Pennsylvania.

EXPENSES OF THE FUND

The Fund pays all of its own expenses and its allocable share of the Trust's
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 Fund documents for
shareholders; registering the Trust and the Fund; taxes and commissions; issuing
purchasing, repurchasing and redeeming shares; fees for custodian, transfer
agent, dividend disbursing agent, shareholder servicing agents, and registrars;
printing, mailing, auditing, accounting, and legal expenses; reports to
shareholders and government agencies; meeting of Trustees and shareholders and
proxy solicitations therefore; insurance premiums; association membership dues;
and such nonrecurring and extraordinary expenses as may arise. However, the
adviser may voluntarily waive and/or reimburse some expenses.

BROKERAGE TRANSACTIONS. When selecting brokers and dealers to handle the
purchase and sale of portfolio instruments, the Adviser looks for prompt
execution of the order at a favorable price. In

working with dealers, the Adviser will generally utilize those who are
recognized dealers in specific portfolio instruments, except when a better price
and execution of the order can be obtained elsewhere. In selecting among firms
believed to meet these criteria, the Adviser may give consideration to those
firms which have sold or are selling shares of the Trust. The Adviser makes
decisions on portfolio transactions and selects brokers and dealers subject to
review by the Board of Trustees.

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

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

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

SHARE PURCHASES

Shares of the Funds 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. 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. 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. Payment must be received for shares purchased through
Signet Financial Services, Inc. within five days of placing the order. Payment
for shares purchased through Signet Trust Company must be received on the next
business day after placing the order.

BY CHECK. Purchases of shares by check must be made payable to Signet Financial
Services, Inc. and sent to Signet Financial Services, Inc., P.O. Box 26301,
Richmond, VA 23260.

BY WIRE. The payment by wire must be received by Signet Financial Services,
Inc. or Signet Trust Company by the fifth business day after placing the order.
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 Fund 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 Shares 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 at the time of
purchase.

On Monday through Friday, the Fund calculates net asset value at 4:00 p.m.
(Eastern time), except on: (i) days on which there are not sufficient changes in
the value of the Fund's portfolio securities that its net asset value might be
materially affected; (ii) days during which no shares of the Fund are tendered
for redemption and no orders to purchase shares are received; or (iii) the
following holidays:

New Year's Day, Martin Luther 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.

Detailed confirmations of each purchase or redemption are sent to each
shareholder. In addition, quarterly confirmations are sent to report dividends
paid during that quarter.

DIVIDENDS

Dividends are declared and paid quarterly.

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 realized by the Fund, if any, will be distributed at least once
every 12 months.

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

Holders of shares of the Fund have easy access to shares of the other funds
comprising the Trust through an exchange program, and exchanges may be made 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.

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 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 the Fund, it may be liable for losses due to
unauthorized or fraudulent telephone instructions.

Any shares of the Fund 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 of the Fund 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 the 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 its shares at their net asset value, less any applicable
contingent deferred sales charge, next determined after Signet Financial
Services, Inc. or Signet Trust Company 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. or Signet Trust Company.

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 of the Fund will be redeemed at the net asset value, less any
applicable contingent deferred sales charge, next determined after the Fund
receives the redemption request from Signet Financial Services, Inc. or Signet
Trust Company.

A redemption request must be received by Signet Financial Services, Inc. or
Signet Trust Company before 4:00 p.m. (Eastern time) in order for shares of the
Fund to be redeemed at that day's net asset value. Redemption requests through
registered broker/dealers must be received by Signet Financial Services, Inc.
before 3:00 p.m. (Eastern time) in order for shares of the Fund to be redeemed
at that day's net asset value. Signet Financial Services, Inc. and Signet Trust
Company are 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. or Signet Trust Company.
Telephone redemption instructions may be recorded. If reasonable procedures are
not followed by the Fund, it may be liable for losses due to unauthorized or
fraudulent telephone instructions.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, 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. Trust and institutional investors
should send a written request to Signet Trust Company. 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 BIF,
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 SAIF, 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

Shareholders redeeming shares from accounts in the Fund within five years of the
purchase date of those shares will be charged a contingent deferred sales charge
by the Fund's distributor. The charge will be based upon the lesser of the
original purchase price or the net asset value of the shares redeemed, as
follows:

<TABLE>
<CAPTION>
CONTINGENT DEFERRED
AMOUNT OF PURCHASE SALES CHARGE
------------------------------------ --------------------
<S> <C>
Under $100,000 2.0%
$100,000-$249,999 1.5%
$250,000-$399,999 1.0%
$400,000-$499,999 0.5%
$500,000 or more None
</TABLE>

Separate purchases will not be aggregated for purposes of determining the
applicable contingent deferred sales charge. In instances in which Fund shares
have been acquired in exchange for shares in other Medalist Funds, (i) the
purchase price is the price of the shares when originally purchased and (ii) the
five year period will begin on the date of the original purchase. The contingent
deferred sales charge will not be imposed on shares 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) shares acquired through the
reinvestment of dividends and long-term capital gains, 2) shares purchased prior
to October 1, 1992 (including shares acquired in exchange for shares purchased
prior to October 1, 1992), 3) shares purchased more than five years before the
date of redemption, and 4) 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;
(iv) 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; (v) or owned by non-trust
customers ("Customers") of fee-based planners, investment advisers or banking
institutions (collectively, "Institutions") where such Institutions have an
agreement with, and such Customers have a brokerage account with, Signet
Financial Services, Inc.; (vi) purchased through the Imprint program sponsored
by Signet Financial Services, Inc.; or (vii) if the proceeds from the redemption
are used to purchase a Strive variable annuity within 10 days of the redemption.

Contingent deferred sales charges are not charged when Fund shares are exchanged
for shares of any other portfolio of The Medalist 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 at net asset value less any applicable contingent deferred sales
charge, 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 the Fund. For this reason, payments under this program should not be
considered as yield or income on the shareholder's investment in shares of the
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, the 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. 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.

Signet Trust Company believes, based on the advice of its counsel, that Signet
Asset Management may perform the services for the 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 the 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 the 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.

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
other portfolios of The Medalist Funds will not be combined for tax purposes
with those realized by the Fund.

Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distribution, including capital gains, received. This
applies whether dividends and distributions are received in cash or as
additional shares.

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

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

From time to time, the Fund may advertise total return and yield.

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

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

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

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

<TABLE>
<S> <C> <C>
The Strategic Stock Fund Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------

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

Investment Adviser
Signet Asset Management 7 North Eighth Street
Richmond, Virginia 23219
- ------------------------------------------------------------------------------------------------

Custodian
Signet Trust Company 7 North Eighth Street
Richmond, Virginia 23219
- ------------------------------------------------------------------------------------------------

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

Legal Counsel
Houston, Houston & Donnelly 2510 Centre City Tower
Pittsburgh, Pennsylvania 15222
- ------------------------------------------------------------------------------------------------

Legal Counsel
Dickstein, Shapiro & Morin, L.L.P. 2101 L Street N.W.
Washington, D.C. 20037
- ------------------------------------------------------------------------------------------------

Independent Auditors
Deloitte & Touche LLP 2500 One PPG Place
Pittsburgh, Pennsylvania 15222
- ------------------------------------------------------------------------------------------------
</TABLE>

THE STRATEGIC STOCK FUND
(A PORTFOLIO OF THE MEDALIST FUNDS)
PROSPECTUS

An Open-End
Management Investment Company

, 1995

FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------

Distributor

A subsidiary of FEDERATED INVESTORS

FEDERATED INVESTORS TOWER

PITTSBURGH, PA 15222-3779

G00528-01 (12/94)

THE STRATEGIC STOCK FUND
(A PORTFOLIO OF THE MEDALIST FUNDS)
STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information should be read with the prospectus of
The Strategic Stock Fund (the "Fund") of The Medalist Funds (the "Trust"), dated
, 1995. This Statement is not a prospectus itself. To receive a
copy of the prospectus, write to or call the Trust.

FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779

Statement dated , 1995

FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------------

Distributor

A subsidiary of FEDERATED INVESTORS

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

GENERAL INFORMATION ABOUT THE TRUST 1
- ---------------------------------------------------------------

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

Types of Investments 1
U.S. Government Obligations 3
Repurchase Agreements 3
Reverse Repurchase Agreements 3
When-Issued and Delayed Delivery
Transactions 3
Lending of Portfolio Securities 4
Restricted Securities 4

INVESTMENT LIMITATIONS 4
- ---------------------------------------------------------------

THE MEDALIST FUND MANAGEMENT 6
- ---------------------------------------------------------------

Officers and Trustees 6
The Funds 9
Fund Ownership 9
Trustee Liability 10

INVESTMENT ADVISORY SERVICES 10
- ---------------------------------------------------------------

Adviser to the Fund 10
Advisory Fees 10

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

CUSTODIAN 10
- ---------------------------------------------------------------

BROKERAGE TRANSACTIONS 10
- ---------------------------------------------------------------

PURCHASING SHARES 11
- ---------------------------------------------------------------

Distribution Plan 11

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

Determining Market Value of Securities 11

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

Redemption in Kind 12

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

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

TOTAL RETURN 12
- ---------------------------------------------------------------

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

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

GENERAL INFORMATION ABOUT THE TRUST
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The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated June 20, 1990. As of the date of this Statement, the Trust
consists of eight separate portfolios of securities (collectively, the "Funds",
individually, a "Fund") which are as follows: The U.S. Government Securities
Fund, The Stock Fund, The Virginia Municipal Bond Fund, The Maryland Municipal
Bond Fund, The Treasury Money Market Fund, The Money Market Fund, The Tax-Free
Money Market Fund, and The Strategic Stock Fund. On October 1, 1992, the name of
the Trust was changed from "The SBK Series" to "Signet Select Funds." On August
15, 1994, the name of the Trust was changed from "Signet Select Funds" to "The
Medalist Funds."

With the exception of The Tax-Free Money Market Fund and The Strategic Stock
Fund, the Funds are offered in two classes, Investment Shares and Trust Shares.
This Statement of Additional Information relates only to the shares of The
Strategic Stock Fund.

INVESTMENT OBJECTIVE AND POLICIES
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The Fund's investment objective is to provide growth of capital. The investment
objective cannot be changed without approval of shareholders. Unless otherwise
indicated, the investment policies described below may be changed by the
Trustees without shareholder approval. Shareholders will be notified before any
material change in these policies becomes effective.

TYPES OF INVESTMENTS

Acceptable investments include, among other investments, common stocks,
preferred stocks, corporate bonds, notes, warrants and convertible securities.

CONVERTIBLE SECURITIES

Convertible securities are fixed income securities which may be exchanged
or converted into a predetermined number of the issuer's underlying
common stock at the option of the holder during a specified time period.
Convertible securities may take the form of convertible preferred stock,
convertible bonds or debentures, units consisting of "usable" bonds and
warrants or a combination of the features of several of these securities.
The investment characteristics of each convertible security vary widely,
which allows convertible securities to be employed for different
investment objectives.

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

WARRANTS

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

FUTURES AND OPTIONS TRANSACTIONS

As a means of reducing fluctuations in the net asset value of shares of
the Fund, the Fund may attempt to hedge all or a portion of its portfolio
by buying and selling financial futures contracts, buying put options on
portfolio securities and listed put options on futures contracts, and
writing call options on futures contracts. The Fund may also write
covered call options on portfolio securities to attempt to increase its
current income. The Fund will maintain its positions in securities,
option rights, and segregated cash subject to puts and calls until the
options are exercised, closed, or have expired. An option position on
financial futures contracts may be closed out only on an exchange which
provides a secondary market from options of the same series.

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FINANCIAL FUTURES CONTRACTS

A futures contract is a firm commitment by two parties: the seller, who
agrees to make delivery of the specific type of security called for in
the contract ("going short") and the buyer, who agrees to take delivery
of the security ("going long") at a certain time in the future. Financial
futures contracts call for the delivery of shares of common stocks
represented in a particular index.

PUT OPTIONS ON FINANCIAL FUTURES CONTRACTS

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

Generally, if the hedged portfolio securities decrease in value during
the term of an option, the related futures contracts will also decrease
in value and the option will increase in value. In such an event, the
Fund will normally close out its option by selling an identical option.
If the hedge is successful, the proceeds received by the Fund upon the
sale of the second option will be large enough to offset both the premium
paid by the Fund for the original option plus the decrease in value of
the hedged securities.

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

CALL OPTIONS ON FINANCIAL FUTURES CONTRACTS

In addition to purchasing put options on futures, the Fund may write
listed call options on futures contracts to hedge its portfolio. When the
Fund writes a call option on a futures contract, it is undertaking the
obligation of assuming a short futures position (selling a futures
contract) at the fixed strike price at any time during the life of the
option if the option is exercised. As stock prices fall, causing the
prices of futures to go down, the Fund's obligation under a call option
on a future (to sell a futures contract) costs less to fulfill, causing
the value of the Fund's call option position to increase.

In other words, as the underlying futures price goes down below the
strike price, the buyer of the option has no reason to exercise the call,
so that the Fund keeps the premium received for the option. This premium
can substantially offset the drop in value of the Fund's fixed income or
indexed portfolio which is occurring as interest rates rise.

Prior to the expiration of a call written by the Fund, or exercise of it
by the buyer, the Fund may close out the option by buying an identical
option. If the hedge is successful, the cost of the second option will be
less than the premium received by the Fund for the initial option. The
net premium income of the Fund will then substantially offset the
decrease in value of the hedged securities.

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

"MARGIN" IN FUTURES TRANSACTIONS

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

A futures contact held by the Fund is valued daily at the official
settlement price of the exchange on which it is traded. Each day the Fund
pays or receives cash, called "variation margin," equal to the daily
change in value of the futures contract. This process is known as
"marking to market." Variation margin does not represent a borrowing or
loan by the Fund but is instead settlement between the Fund and the
broker of the

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amount one would owe the other if the futures contract expired. In
computing its daily net asset value, the Fund will mark to market its
open futures positions.

The Fund is also required to deposit and maintain margin when it writes
call options on futures contracts.

PURCHASING PUT OPTIONS ON PORTFOLIO SECURITIES

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

WRITING COVERED CALL OPTIONS ON PORTFOLIO SECURITIES

The Fund may also write covered call options to generate income. As
writer of a call option, the Fund has the obligation upon exercise of the
option during the option period to deliver the underlying security upon
payment of the exercise price. The Fund may only sell call options either
on securities held in its portfolio or on securities which it has the
right to obtain without payment of further consideration (or has
segregated cash in the amount of any additional consideration).

OVER-THE-COUNTER OPTIONS

The Fund may purchase and write over-the-counter options on portfolio
securities in negotiated transactions with the buyers or writers of the
options for those options on portfolio securities held by the Fund and
not traded on an exchange.

Over-the-counter options are two party contracts with price and terms
negotiated between buyer and seller. In contrast, exchange-traded options
are third party contracts with standardized strike prices and expiration
dates and are purchased from a clearing corporation. Exchange-traded
options have a continuous liquid market while over-the-counter options
may not.

U.S. GOVERNMENT OBLIGATIONS

The types of U.S. government obligations in which the Fund may invest generally
include direct obligations of the U.S. Treasury (such as U.S. Treasury bills,
notes, and bonds) and obligations issued or guaranteed by U.S. government
agencies or instrumentalities. These securities are backed by the full faith and
credit of the U.S. Treasury, the issuer's right to borrow from the U.S.
Treasury, the discretionary authority of the U.S. government to purchase certain
obligations of agencies or instrumentalities, or the credit of the agency or
instrumentality issuing the obligations.

Examples of agencies and instrumentalities which may not always receive
financial support from the U.S. government are the Farm Credit System, including
the National Bank for Cooperatives, Farm Credit Bank, and Banks for
cooperatives; Federal Home Loan Banks; Farmers Home Administration; and Federal
National Mortgage Association.

REPURCHASE AGREEMENTS

The Fund or its custodian will take possession of the securities subject to
repurchase agreements and these securities will be marked to market daily. In
the event that a defaulting seller filed for bankruptcy or became insolvent,
disposition of such securities by a Fund might be delayed pending court action.
The Fund believes that under the regular procedures normally in effect for
custody of the Fund's portfolio securities subject to repurchase agreements, a
court of competent jurisdiction would rule in favor of the Fund and allow
retention or disposition of such securities. The Fund will only enter into
repurchase agreements with banks and other recognized financial institutions
such as broker/dealers which are deemed by the adviser to be creditworthy
pursuant to guidelines established by the Trustees.

REVERSE REPURCHASE AGREEMENTS

The Fund may also enter into reverse repurchase agreements. These transactions
are similar to borrowing cash. In a reverse repurchase agreement the Fund
transfers possession of a portfolio instrument to another person, such as a
financial institution, broker, or dealer, in return for a percentage of the
instrument's market value in cash, and agrees that on a stipulated date in the
future the Fund will repurchase the portfolio instrument by remitting the
original consideration plus interest at an agreed upon rate. The use of reverse
repurchase agreements may enable the Fund to avoid selling portfolio instruments
at a time when a sale may be deemed to be disadvantageous, but the ability to
enter into reverse repurchase agreements does not ensure that the Fund will be
able to avoid selling portfolio instruments at a disadvantageous time.

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

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

These transactions are made to secure what is considered to be advantageous
price or yield for the Fund. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid assets of the Fund sufficient
to make

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payment for the securities to be purchased are segregated on the Fund's records
at the trade date. These assets are marked to market daily and are maintained
until the transaction has been settled. The Fund does not intend to engage in
when issued and delayed delivery transactions to an extent that would cause the
segregation of more than 20% of the total value of its assets.

LENDING OF PORTFOLIO SECURITIES

The collateral received when the Fund lends portfolio securities must be valued
daily and, should the market value of the loaned securities increase, the
borrower must furnish additional collateral to the Fund. During the time
portfolio securities are on loan, the borrower pays the Fund any dividends or
interest paid on such securities. Loans are subject to termination at the option
of the Fund or the borrower. The Fund may pay reasonable administrative and
custodial fees in connection with a loan and may pay a negotiated portion of the
interest earned on the cash or equivalent collateral to the borrower or placing
broker. The Fund does not have the right to vote securities on loan, but would
terminate the loan and regain the right to vote if that were considered
important with respect to the investment.

RESTRICTED SECURITIES

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

INVESTMENT LIMITATIONS
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ISSUING SENIOR SECURITIES AND BORROWING MONEY

The Fund will not issue senior securities, except that the Fund may
borrow money directly or through reverse repurchase agreements in amounts
up to one-third of the value of its total assets, including the amount
borrowed. The Fund will not borrow money or engage in reverse repurchase
agreements for investment leverage, but rather as a temporary,
extraordinary, or emergency measure or to facilitate management of the
portfolio by enabling the Fund to meet redemption requests when the
liquidation of portfolio securities is deemed to be inconvenient or
disadvantageous. The Fund will not purchase any securities while any
borrowings in excess of 5% of its total assets are outstanding.

BUYING ON MARGIN

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

PLEDGING ASSETS

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

LENDING CASH OR SECURITIES

The Fund will not lend any of its assets, except portfolio securities up
to one-third of the value of its total assets. This shall not prevent the
Fund from purchasing or holding bonds, debentures, notes, certificates of
indebtedness, or other debt securities, entering into repurchase
agreements, or engaging in other transactions where permitted by the
Fund's investment objective, policies, and limitations or the Trust's
Declaration of Trust.

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INVESTING IN RESTRICTED SECURITIES

The Fund will not invest more than 10% of its total assets in securities
subject to restrictions on resale under the Securities Act of 1933
(except certain restricted securities which meet the criteria for
liquidity as established by the Board of Trustees). This exception
specifically extends to commercial paper issued under Section 4(2) of the
Securities Act of 1933 and certain other restricted securities which meet
the criteria for liquidity as established by the Board of Trustees.

INVESTING IN COMMODITIES

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

INVESTING IN REAL ESTATE

The Fund will not purchase or sell real estate, although the Fund may
invest in securities secured by real estate or interests in real estate
or issued by companies, including real estate investment trusts, which
invest in real estate or interests therein.

DIVERSIFICATION OF INVESTMENTS

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

CONCENTRATION OF INVESTMENTS

The Fund will not invest 25% or more of the value of their total assets
in any one industry.

UNDERWRITING

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

The above limitations cannot be changed with respect to the Fund without
approval of a majority of the Fund's shares. The following limitations may be
changed by the Trustees without shareholder approval. Shareholders will be
notified before any material change in these limitations becomes effective.

INVESTING IN ILLIQUID SECURITIES

The Fund will not invest more than 15% of the value of its net assets in
illiquid securities, including repurchase agreements providing for
settlement in more than seven days after notice, and certain restricted
securities determined by the Trustees not to be liquid.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

The Fund will limit its investment in other investment companies to no
more than 3% of the total outstanding voting stock of any investment
company, invest no more than 5% of total assets in any one investment
company, and invest no more than 10% of total assets in investment
companies in general. The Fund will purchase securities of closed-end
investment companies only in open market transactions involving only
customary broker's commissions. However, these limitations are not
applicable if the securities are acquired in a merger, consolidation,
reorganization, or acquisition of assets. The adviser will waive its
investment advisory fee on assets invested in securities of open-end
investment companies.

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

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

INVESTING IN MINERALS

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

ARBITRAGE TRANSACTIONS

The Fund will not enter into transactions for the purpose of engaging in
arbitrage.

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PURCHASING SECURITIES TO EXERCISE CONTROL

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

INVESTING IN WARRANTS

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

INVESTING IN PUT OPTIONS

The Fund will not purchase put options on securities unless the
securities are held in the Fund's portfolio and not more than 5% of the
value of a Fund's total assets would be invested in premiums on open put
option positions.

WRITING COVERED CALL OPTIONS

The Fund will not write call options on securities unless the securities
are held in the Fund's portfolio or unless the Fund is entitled to them
in deliverable form without further payment or after segregating cash in
the amount of any further payment.

SELLING SHORT

The Fund will not sell securities short unless (1) it owns, or has a
right to acquire, an equal amount of such securities, or (2) it has
segregated an amount of its other assets equal to the lesser of the
market value of the securities sold short or the amount required to
acquire such securities. The segregated amount will not exceed 10% of the
Fund's net assets. While in a short position, the Fund will retain the
securities, rights, or segregated assets.

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

The Fund has no present intent to borrow money, pledge securities or invest in
restricted or illiquid securities in excess of 5% of the value of its net assets
in the coming fiscal year. To comply with registration requirements in certain
states, the Fund (1) will limit the aggregate value of the assets underlying
covered call options or put options written by the Fund to not more than 25% of
its net assets, (2) will limit the premiums paid for options purchased by the
Fund to 20% of its net assets, and (3) will limit the margin deposits on futures
contracts entered into by the Fund to 5% of its net assets. (If state
requirements change, these restrictions may be revised without shareholder
notification.)

THE MEDALIST FUND MANAGEMENT
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OFFICERS AND TRUSTEES

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).
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John F. Donahue+*
Federated Investors Tower
Pittsburgh, PA

Chairman and Trustee

Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated Research
Corp.; Chairman, Passport Research, Ltd.; Director, AEtna Life and Casualty
Company; Chief Executive Officer and Director, Trustee, or Managing General
Partner of the Funds. Mr. Donahue is the father of J. Christopher Donahue, Vice
President of the Corporation.
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Thomas G. Bigley
28th Floor
One Oxford Center
Pittsburgh, PA 15219

Trustee

Director, Oberg Manufacturing Co.; Chairman of the Board, Children's Hospital of
Pittsburgh; Director, Trustee or Managing General Partner of the Funds;
formerly, Senior Partner, Ernst & Young LLP.
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John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL

Trustee

President, Investment Properties Corporation; Senior Vice-President, John R.
Wood and Associates, Inc., Realtors; President, Northgate Village Development
Corporation; Partner or Trustee in private real estate ventures in Southwest
Florida; Director, Trustee, or Managing General Partner of the Funds; formerly,
President, Naples Property Management, Inc.
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William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA

Trustee

Director and Member of the Executive Committee, Michael Baker, Inc.; Director,
Trustee, 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.
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James E. Dowd
571 Hayward Mill Road
Concord, MA

Trustee

Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director, Trustee,
or Managing General Partner of the Funds; formerly, Director, Blue Cross of
Massachusetts, Inc.
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Lawrence D. Ellis, M.D.
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA

Trustee

Hematologist, Oncologist, and Internist, Presbyterian and Montefiore Hospitals;
Professor of Medicine and Trustee, University of Pittsburgh; Director of
Corporate Health, University of Pittsburgh Medical Center; Director, Trustee, or
Managing General Partner of the Funds.
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Edward L. Flaherty, Jr.+
5916 Penn Mall
Pittsburgh, PA

Trustee

Attorney-at-law; Partner, Meyer and Flaherty; Director, 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.
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Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA

President and Treasurer

Vice President, Treasurer, and Trustee, Federated Investors; Vice President and
Treasurer, Federated Advisers, Federated Management, Federated Research,
Federated Research Corp., and Passport Research, Ltd.; Executive Vice President,
Treasurer, and Director, Federated Securities Corp.; Trustee, Federated Services
Company and Federated Shareholder Services; Chairman, Treasurer, and Trustee,
Federated Administrative Services; Trustee or Director of some of the Funds;
Vice President and Treasurer of the Funds.
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Peter E. Madden
225 Franklin Street
Boston, MA

Trustee

Consultant; State Representative, Commonwealth of 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.
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Gregor F. Meyer
5916 Penn Mall
Pittsburgh, PA

Trustee

Attorney-at-law; Partner, Meyer and Flaherty; Chairman, Meritcare, Inc.;
Director, Eat'N Park Restaurants, Inc.; Director, Trustee, or Managing General
Partner of the Funds; formerly, Vice Chairman, Horizon Financial, F.A.
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Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA

Trustee

Professor, Foreign Policy and Management Consultant; Trustee, Carnegie Endowment
for International Peace, RAND 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.
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Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA

Trustee

Public relations/marketing consultant; Director, Trustee, or Managing General
Partner of the Funds.
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Craig P. Churman
Federated Investors Tower
Pittsburgh, PA

Vice President and Assistant Treasurer of the Trust

Vice President, Federated Administrative Services; Vice President and Assistant
Treasurer of some of the Funds.
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J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA

Vice President of the Trust

President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated Research
Corp.; President, Passport Research, Ltd.; Trustee, Federated Administrative
Services, Federated Services Company, and Federated Shareholder Services;
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.
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Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA

Vice President

Executive Vice President and Trustee, Federated Investors; Director, Federated
Research Corp.; Chairman and Director, Federated Securities Corp.; President or
Vice President of some of the Funds; Director or Trustee of some of the Funds.
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John W. McGonigle
Federated Investors Tower
Pittsburgh, PA

Vice President and Secretary

Vice President, Secretary, General Counsel, and Trustee, Federated Investors;
Vice President, Secretary, and Trustee, Federated Advisers, Federated
Management, and Federated Research; Vice President and Secretary, Federated
Research Corp. and Passport Research, Ltd.; Trustee, Federated Services Company;
Executive Vice President, Secretary, and Trustee, Federated Administrative
Services; Secretary and Trustee, Federated Shareholder Services; Executive Vice
President and Director, Federated Securities Corp.; Vice President and Secretary
of the Funds.
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* This Trustee is deemed to be an "interested person" of the Trust as defined in
the Investment Company Act of 1940, as amended.

+ Member of the Trust's Executive Committee. The Executive Committee of the
Board of Trustees handles the responsibilities of the Board of Trustees between
meetings of the Board.

THE FUNDS

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

American Leaders Fund, Inc.; Annuity Management Series; Arrow Funds; Automated
Cash Management Trust; Automated Government Money Trust; 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 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; The Medalist 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; 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;
World Investment Series, Inc.

FUND OWNERSHIP

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

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

TRUSTEE LIABILITY

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

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

ADVISER TO THE FUND

The Fund's investment adviser is Signet Asset Management, 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 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 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, Signet Asset Management 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 fee. This arrangement is
not part of the advisory contract and may be amended or rescinded in the
future.

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

Federated Administrative Services, which is a subsidiary of Federated Investors,
provides administrative personnel and services to the Fund for the fees set
forth in the prospectus.

CUSTODIAN
- --------------------------------------------------------------------------------

Signet Trust Company 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. The custodian receives a fee at an annual rate of a percentage of
the average net assets of the Fund. There is also a fee imposed on each
transaction.

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.

The adviser and its affiliates exercise reasonable business judgment in
selecting brokers who offer brokerage and research services to execute
securities transactions. They determine in good faith that commissions charged
by such persons are reasonable in relationship to the value of the brokerage and
research services provided.

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

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

Shares of the Fund are sold at their net asset value without a sales charge on
days the New York Stock Exchange is open for business. The procedure for
purchasing shares of the Fund is explained in the prospectus under "Investing in
Shares."

DISTRIBUTION PLAN

The Trust has adopted a distribution plan for shares of the Fund pursuant to
Rule 12b-1 (the "Plan") which was promulgated by the Securities and Exchange
Commission pursuant to the Investment Company Act of 1940. The Plan provides
that the Funds' distributor, Federated Securities Corp., shall act as the
distributor of shares, and it permits the payment of fees to brokers and dealers
for distribution and administrative services and to administrators for
administrative services. The Plan is designed to (i) stimulate brokers and
dealers to provide distribution and administrative support services to the Fund
and their holders of shares and (ii) stimulate administrators to render
administrative support services to the Fund and their holders of shares. These
services are to be provided by a representative who has knowledge of the holder
of shares' particular circumstances and goals, and include, but are not limited
to: providing office space, equipment, telephone facilities, and various
personnel including clerical, supervisory, and computer, as necessary or
beneficial to establish and maintain shareholder accounts and records;
processing purchase and redemption transactions and automatic investments of
client account cash balances; answering routine client inquiries regarding the
Fund; assisting clients in changing dividend options, account designations, and
addresses; and providing such other services as the Trust reasonably requests.

Other benefits which the Fund hopes to achieve through the Plan include, but are
not limited to, the following: (1) an efficient and effective administrative
system; (2) a more efficient use of assets of holders of shares by having them
rapidly invested in the Fund with a minimum of delay and administrative detail;
and (3) an efficient and reliable records system for holders of shares and
prompt responses to shareholder requests and inquiries concerning their
accounts.

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 objective. By identifying
potential investors in shares whose needs are served by the Fund's objective,
and properly servicing these accounts, the Fund may be able to curb sharp
fluctuations in rates of redemptions and sales.

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

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

DETERMINING MARKET VALUE OF SECURITIES

The market value of the Fund's portfolio securities are determined as follows:

- - for equity securities, according to the last sale price on a national
securities exchange, if available;

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

- - for unlisted equity securities, the latest bid prices;

- - for bonds and other fixed income securities, as determined by an independent
pricing service;

- - for short-term obligations, according to the mean between bid and asked prices
as furnished by an independent pricing service or for short-term obligations
with remaining maturities of 60 days or less at the time of purchase at
amortized cost; or

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

- - for all other securities, at fair value as determined in good faith by the
Board of Trustees.

The Fund will value futures contracts, options, and put options on futures and
at their market values established by the exchanges at the close of option
trading on such exchanges unless the Board of Trustees determine in good faith
that another method of valuing option positions is necessary to appraise their
fair value. Over-the-counter put options will be valued at the mean between the
bid and asked prices.

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

The Fund redeems share at the next computed net asset value after the Fund
receives the redemption request, less a contingent deferred sales charge, if
applicable. Redemption procedures are explained in the prospectus under
"Redeeming Investment Shares."

REDEMPTION IN KIND

Although the Trust intends to redeem shares in cash, it reserves the right under
certain circumstances to pay the redemption price in whole or in part by
distribution of securities from the Fund's portfolio.

Redemption in kind will be made in conformity with applicable Securities and
Exchange Commission rules, taking such securities at the same value employed in
determining net asset value and selecting the securities in a manner the Board
of Trustees determine to be fair and equitable.

The Trust has elected to be governed by Rule 18f-1 of the Investment Company Act
of 1940 under which a Fund is obligated to redeem shares for any one shareholder
in cash only up to the lesser of $250,000 or 1% of any class' net asset value
during any 90-day period. Although the Fund reserves the right to redeem shares
in kind, it will activate this right only after providing 60 days' notice to
shareholders.

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

THE FUND'S TAX STATUS

The Fund will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code applicable to
regulated investment companies and to receive the special tax treatment afforded
to such companies. To qualify for this treatment, the Fund must, among other
requirements:

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

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

- - invest in securities within certain statutory limits; and

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

SHAREHOLDERS' TAX STATUS

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

Long-term capital gains distributed to shareholders will be treated as long-term
capital gains regardless of how long shareholders have held shares.

Capital gains or losses may be realized by the Fund on the sale of portfolio
securities and as a result of discounts from par value on securities held to
maturity. Sales would generally be made because of:

- - the availability of higher relative yields;

- - differentials in market values;

- - new investment opportunities;

- - changes in creditworthiness of an issuer; or

- - an attempt to preserve gains or limit losses.

Distribution of long-term capital gains are taxed as such, whether they are
taken in cash or reinvested, and regardless of the length of time the
shareholder has owned the shares.

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

The average annual return for the Fund is the average compounded rate of return
for a given period that would equate a $1,000 initial investment to the ending
redeemable value of that investment. The ending redeemable value is computed by
multiplying the number of shares owned at the end of the period by the maximum
offering price 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/quarterly reinvestment of all dividends and
distributions.

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

The yield for the Fund is determined by dividing the net investment income per
share (as defined by the Securities and Exchange Commission) earned by the Fund
share over a thirty-day period by the maximum offering price on the last day of
the period. This value is then annualized using semiannual compounding. This
means that the amount of income generated during the thirty-day period is
assumed to be generated each month over a 12-month period and is reinvested
every six months. The yield does not necessarily reflect income actually earned
by the Fund because of certain adjustments required by the Securities and
Exchange Commission and, therefore, may not correlate to the dividends or other
distributions paid to shareholders.

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

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

The Fund's performance depends upon such variables as:

- - portfolio quality;

- - average portfolio maturity;

- - type of instruments in which the portfolio is invested;

- - changes in the Fund's expenses; and

- - various other factors.

The Fund's performance fluctuates on a daily basis largely because net earnings
and net asset value per share fluctuate daily. Both net earnings and net asset
value per share are factors in the computation of yield and total return.

Investors may use financial publications and/or indices to obtain a more
complete view of the Fund's performance. When comparing performance, investors
should consider all relevant factors such as the composition of any index used,
prevailing market conditions, portfolio compositions of other funds, and methods
used to value portfolio securities and complete offering price. 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 capital gains distributions and income dividends and takes
into account any change in net asset value over a specific period of time.
From time to time, the Fund will quote its Lipper ranking in the "growth and
income funds" category in advertising sales literature.

- - DOW JONES INDUSTRIAL AVERAGE ("DJIA") represents share prices of selected
blue-chip industrial corporations as well as public utility and transportation
companies. The DJIA indicates daily changes in the average price of stocks in
any of its categories. It also reports total sales for each group of
industries. Because it represents the top corporations of America, the DJIA
index is a leading economic indicator for the stock market as a whole.

- - STANDARD & POOR'S DAILY STOCK PRICE INDEX OF 500 COMMON STOCKS, a composite
index of common stocks in industry, transportation, and financial and public
utility companies, compares total returns of funds whose portfolios are
invested primarily in common stocks. In addition, the Standard & Poor's index
assumes reinvestment of all dividends paid by stocks listed on the index.
Taxes due on any of these distributions are not included, nor are brokerage or
other fees calculated in the Standard & Poor's figures.

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

Advertisements and other sales literature may quote total returns which are
calculated on non-standardized base periods. These total returns also represent
the historic change in the value of an investment in either class of shares
based on monthly reinvestment of dividends over a specified period of time.

G00528-02 (12/94)

PART C. OTHER INFORMATION.

Item 24. Financial Statements and Exhibits:
(a) Financial Statements (to be filed by amendment)
(b) Exhibits:
(1) (i) Conformed Copy of Declaration of Trust of
the Registrant;(+)
(ii) Copy of Amendment No. 1, dated September 20, 1990,
to the Declaration of Trust;(2)
(iii) Copy of Amendment No. 2, dated November 14, 1991,
to the Declaration of Trust;(5)
(iv) Conformed copy of Amendment No. 3, dated
October 1, 1992, to the Declaration of Trust; (7)
(v) Conformed copy of Amendment No. 4, dated
October 1, 1992, to the Declaration of Trust;(+)
(vi) Conformed copy of Amendment No. 5, dated
May 27, 1994, to the Declaration of Trust;(+)
(vii) Conformed copy of Amendment No. 6, dated
July 28,, 1994, to the Declaration of Trust;(+)
(viii) Conformed Copy of Amendment No. 7 dated December
25, 1993 to the Declaration of Trust;(+)
(iv) Conformed Copy of Amendment No. 8 dated December
1, 1994, to the Declaration of Trust;(+)
(2) Copy of By-Laws of the Registrant;(1)
(3) Not applicable;

+ All exhibits have been filed electronically.

(1) Response is incorporated by reference to Registrant's Initial Registration
Statement on Form N-1A filed August 24, 1990. (File No. 33-36451 and 811-
6158).
(2) Response is incorporated by reference to Registrant's Pre-Effective
Amendment No. 3 and Amendment No. 3 to its Registration Statement on
Form N-1A filed October 9, 1990. (File Nos. 33-36451 and 811-6158).
(3) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 1 and Amendment No. 4 to its Registration Statement on Form
N-1A filed on May 9, 1991. (File Nos. 33-36451 and 811-6158).
(4) Response is incorporated by reference to the Registrant's Post-Effective
Amendment No. 2 and Amendment No. 5 to its Registration Statement on Form
N-1A filed on October 9, 1991. (File Nos. 33-36451 and 811-6158).
(5) Response is incorporated by reference to the Registrant's Post-Effective
Amendment No. 3 and Amendment No. 6 to its Registration Statement on Form
N-1A filed on December 2, 1991. (File Nos. 33-36451 and 811-6158).
(6) Response is incorporated by reference to the Registrant's Post-
Effective Amendment No. 4 and Amendment No. 7 to its Registration
Statement on Form N-1A filed December 1, 1992. (File Nos. 33-36451 and
811-6158)
(7) Response is incorporated by reference to the Registrant's Post-
Effective Amendment No. 5 and Amendment No. 8 to its Registration
Statement on Form N-1A filed November 24, 1993. (File Nos. 33-36451 and
811-6158)
(8) Response in incorporated by reference to Registrant's Post-Effective
Amendment No. 6 and Amendment No. 9 to its Registration Statement on Form
N-1A filed April 21, 1994. (File Nos. 33-36451 and 811-6158)
(9) Response in incorporated by reference to Registrant's Post-Effective
Amendment No. 7 and Amendment No. 10 to its Registration Statement on Form
N-1A filed June 20, 1994. (File Nos. 33-36451 and 811-6158)

(4) (i) Copy of Specimen Certificate for Shares of
Beneficial Interest of The Treasury Money Market
Fund, The Money Market Fund, The Value Equity Fund,
The Maryland Municipal Bond Fund, The Virginia
Municipal Bond Fund, The Stock Fund, and The U.S
Government Securities Fund (Investment and Trust
Shares(7);
(ii) Copy of Specimen Certificate for Shares of
Beneficial Interest of The Tax-Free Money Market
Fund(8);
(iii) Copy of Specimen Certificate for Shares of
Beneficial Interest of The Strategic Stock Fund;
(to be filed by Amendment)
(5) (i) Conformed copy of Investment Advisory Contract of
the Registrant and Exhibits A-G thereto;(+)
(ii) Form of Exhibit H to the present Investment
Advisory Contract of the Registrant to add The
Strategic Stock Fund to the existing Investment
Advisory Contract; (+)
(6) (i) Conformed copy of Distributor's Contract of the
Registrant and Exhibits A-D thereto;(+)
(ii) Form of Exhibit E to the Distributor's Contract
of the Registrant; (+)
(7) Not applicable;
(8) Conformed copy of Custodian Agreement of the
Registrant;(9)

+ All exhibits have been filed electronically.

(9) Conformed copy of Transfer Agency and Service Agreement
(Fund Accounting and Shareholder Recordkeeping) of the
Registrant;(9)
(10) Copy of Opinion and Consent of Counsel as to
legality of shares being registered;(2)
(11) Opinions of Special Tax Counsel;(2)
(12) Not applicable;
(13) Copy of Initial Capital Understanding;(2)
(14) Not applicable;
(15) Conformed Copy of the Distribution Plan of the
Registrant and Amendment No. 1 and Exhibit A
thereto, and Amendment No. 2 thereto; (+)
(ii) Copy of Rule 12b-1 Agreement of the Registrant and
Amendment Nos. 1 and 2 thereto;(+)
(iii) Conformed Copy of Administrative Services
Agreement of the Registrant ;(+)
(iv) Conformed Copy of previous Administrative Services
Agreement of the Registrant;(+)
(16) Schedule for Computation of Fund Performance
Data;(3)
(17) Not applicable (Fnancial Data Schedules);
(18) Power of Attorney;(6)

Item 25. Persons Controlled by or Under Common Control with Registrant:
No persons are controlled by the Registrant.

Item 26. Number of Holders of Securities:

Number of Record Holders
Title of Class as of October 28, 1994

Shares of beneficial interest The U.S. Government
Securities Fund - Trust Shares 5
The U.S. Government Securities
Fund - Investment Shares 4483
The Maryland Municipal Bond
Fund - Trust Shares 5
The Maryland Municipal Bond
Fund
Investment Shares 1,193
The Money Market Fund
Trust Shares 5
The Money Market Fund
Investment Shares 281
The Treasury Money Market Fund -
Trust Shares 5
The Treasury Money Market Fund -
Investment Shares 129
The Stock Fund - Trust Shares
7
The Stock Fund
InvestmentShares 2,971
The Virginia Municipal Bond
Fund - Trust Shares 5
The Virginia Municipal Bond
Fund - Investment Shares 1,849
The Tax-Free Money Market
Fund 32

Item 27. Indemnification: (1.)

Item 28. Business and Other Connections of Investment Adviser:

(a) For a description of the other business of Signet Asset
Management, the investment adviser, see the section entitled "The Medalist
Funds Information - Management of The Medalist Funds" in Part A.

The Officers of the investment adviser are:

Other Substantial
Positions with Business, Profession,
Name the Adviser Vocation or Employment

Leslie P. Hunter President
Gary M. Allen Senior Vice President Managing Director
of the Virginia
Retirement System
(11/90-3/94)
Steve Kramer Senior Vice President
Raymond E. Williams, Jr. Senior Vice President
Joe Rose Vice President
Bob Perrin Vice President
Betty Speegle Vice President
Joe L. Stork Vice President
Jerry Weaks Vice President

DIRECTORS

Name

Gary M. Allen
Gordon Holt
Leslie P. Hunter
T. Gaylon Layfield, III
Christopher Oddleifson
Sanford Teu, III
John F. Vogel
Raymond W. Williams, Jr.

(1) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 1 and Amendment No. 4 to its Registration Statement on Form
N-1A filed on May 9, 1991. (File Nos. 33-36451 and 811-6158).

Item 29. Principal Underwriters:

(a) Federated Securities Corp., the Distributor for shares of the
Registrant, also acts as principal underwriter for the
following open-end investment companies: Alexander Hamilton
Funds; American Leaders Fund, Inc.; Annuity Management Series;
Arrow Funds; Automated Cash Management Trust; Automated
Government Money Trust; BayFunds; The Biltmore Funds; The
Biltmore Municipal Funds; California Municipal Cash Trust; Cash
Trust Series, Inc.; Cash Trust Series II; 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 Institutional
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; First Union Funds; Fixed Income Securities, Inc.;
Fortress Adjustable Rate U.S. Government Fund, Inc.; Fortress
Municipal Income Fund, Inc.; Fortress Utility Fund, Inc.;
Fountain Square Funds; Fund for U.S. Government Securities,
Inc.; Government Income Securities, Inc.; High Yield Cash
Trust; Independence One Mutual Funds; 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 Utility Fund, Inc.; Liquid Cash Trust;
Managed Series Trust; Marshall Funds, Inc.; Money Market
Management, Inc.; The Medalist Funds; Money Market Obligations
Trust; Money Market Trust; The Monitor Funds; 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; SouthTrust Vulcan Funds; Star Funds; The
Starburst Funds; The Starburst Funds II; Stock and Bond Fund,
Inc.; Sunburst Funds; Targeted Duration Trust; Tax-Free
Instruments Trust; Tower Mutual Funds; 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; Vision Fiduciary Funds, Inc.; Vision
Group of Funds, Inc.; and World Investment Series, Inc.

Federated Securities Corp. also acts as principal underwriter
for the following closed-end investment company: Liberty Term
Trust, Inc.- 1999.
(b)

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

Richard B. Fisher Director, Chairman, Chief Vice President
Federated Investors Tower Executive Officer, Chief
Pittsburgh, PA 15222-3779 Operating Officer, and
Asst. Treasurer, Federated
Securities Corp.

Edward C. Gonzales Director, Executive Vice President,
Federated Investors Tower President, and Treasurer, Treasurer,
Pittsburgh, PA 15222-3779 Federated Securities and Trustee
Corp.

John W. McGonigle Director, Executive Vice Vice President and
Federated Investors Tower President, and Assistant Secretary
Pittsburgh, PA 15222-3779 Secretary, Federated
Securities Corp.

John B. Fisher President-Institutional Sales, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

James F. Getz President-Broker/Dealer, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mark R. Gensheimer Executive Vice President of --
Federated Investors Tower Bank/Trust
Pittsburgh, PA 15222-3779 Federated Securities Corp.

Mark W. Bloss Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Theodore Fadool, Jr. Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Bryant R. Fisher Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Christopher T. Fives Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

James S. Hamilton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

James M. Heaton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

H. Joseph Kennedy Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Keith Nixon Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Timothy C. Pillion Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard W. Boyd Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Jane E. Broeren-Lambesis Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mary J. Combs Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

R. Edmond Connell, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Laura M. Deger Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Jill Ehrenfeld Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mark D. Fisher Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Michael D. Fitzgerald Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Joseph D. Gibbons Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

David C. Glabicki Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard C. Gonzales Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Scott A. Hutton Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

William J. Kerns Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

William E. Kugler Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Dennis M. Laffey Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Francis J. Matten, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mark J. Miehl Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard C. Mihm Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

J. Michael Miller Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

R. Jeffrey Niss Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Michael P. O'Brien Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Robert D. Oehlschlager Vice President,
Federated Investors Tower Federated Securities Corp. __
Pittsburgh, PA 15222-3779

Solon A. Person, IV Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Robert F. Phillips Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Eugene B. Reed Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Paul V. Riordan Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Charles A. Robison Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

David W. Spears Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Jeffrey A. Stewart Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Thomas E. Territ Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Jamie M. Teschner Vice President,
Federated Investors Tower Federated Securities Corp. --
Pittsburgh, PA 15222-3779

William C. Tustin Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard B. Watts Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Philip C. Hetzel Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Ernest L. Linane Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

S. Elliott Cohan Secretary, Federated Assistant
Federated Investors Tower Securities Corp. Secretary
Pittsburgh, PA 15222-3779

Item 30. Location of Accounts and Records: (1.)

Item 31. Management Services: Not applicable.

Item 32. Undertakings:

Registrant hereby undertakes to comply with the provisions of
Section 16(c) of the 1940 Act with respect to the removal of
Trustees and the calling of special shareholder meetings by
shareholders.

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

Registrant hereby undertakes to file a post-effective amendment on
behalf of The Tax-Free Money Market Fund, using financial statements
which need not be certified, within four to six months of the
effective date of Post Effective Amendment No. 6.

Registrant hereby undertakes to file a post-effective amendment on
behalf of The Strategic Stock Fund, using financial statements which
need not be certified, within four to six months of the effective
date of this Post-Effective Amendment No. 10.

(1) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 1 and Post-Effective Amendment No. 4 to its Registration
Statement on Form N-1A filed on May 9, 1991. (File Nos. 33-36451 and 811-
6158).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, THE MEDALIST FUNDS, has
duly caused this Amendment to its Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized, in the City of
Pittsburgh and Commonwealth of Pennsylvania, on the 21st day of December,
1994.

THE MEDALIST FUNDS

BY: /s/ C. Grant Anderson
C. Grant Anderson, Assistant Secretary
Attorney in Fact for John F. Donahue
December 21, 1994

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

NAME TITLE DATE

By: /s/ C. Grant Anderson
C. Grant Anderson Attorney In Fact December 21, 1994
ASSISTANT SECRETARY For the Persons
Listed Below

NAME TITLE

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

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

John T. Conroy, Jr.* Trustee

William J. Copeland* Trustee

James E. Dowd* Trustee

Lawrence D. Ellis, M.D.* Trustee

Edward L. Flaherty, Jr.* Trustee

Peter E. Madden* Trustee

Gregor F. Meyer* Trustee

Wesley W. Posvar* Trustee

Marjorie P. Smuts* Trustee

* By Power of Attorney

-1-

Form N-1A Exhibit No. 1(i)
Regulation S-K Exhibit No. 3(a)(i)

DECLARATION OF TRUST

THE SBK SELECT SERIES

Dated June 20, 1990

DECLARATION OF TRUST made June 20, 1990, by John F. Donahue, Edward C.
Gonzales, William J. Copeland, James E. Dowd, Lawrence D. Ellis, M.D., Edward
L. Flaherty, Jr., J. Joseph Maloney, Jr., Gregor F. Meyer, Wesley W. Posvar
and Marjorie P. Smuts.

WHEREAS, the Trustees desire to establish a trust fund for the
investment and reinvestment of funds contributed thereto;

NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall be held and managed under this
Declaration of Trust IN TRUST as herein set forth below.

ARTICLE I

NAMES AND DEFINITIONS

Section 1. Name.

This Trust shall be known as The SBK Select Series.

Section 2. Definitions.

Wherever used herein, unless otherwise required by the context or
specifically provided:

(a) The terms "Affiliated Person," "Assignment," "Commission,"
"Interested Person," "Majority Shareholder Vote" (the 67% or 50%
requirement of Section 2(a)(42) of the 1940 Act, whichever may be
applicable) and "Principal Underwriter" shall have the meanings given
them in the 1940 Act, as amended from time to time;

(b) The "Trust" refers to The SBK Select Series;

(c) "Class" refers to a class of Shares established and designated
under or in accordance with the provisions of Article III;

(d) "Series" refers to a series of Shares established and
designated under or in accordance with the provisions of Article III;

(e) "Series Company" refers to the form of a registered open-end
investment company described in Section 18(f)(2) of the 1940 Act or in
any successor statutory provision;

(f) "Shareholder" means a record owner of Shares of any Series or
Class;

(g) The "Trustees" refer to the individual Trustees in their
capacity as Trustees hereunder of the Trust and their successor or
successors for the time being in office as such Trustees;

(h) "Shares" means the equal proportionate units of interest into
which the beneficial interest in the Trust shall be divided from time to
time, or if more than one Series or Class of Shares is authorized by
the Trustees, the equal proportionate units into which each Series or
Class of Shares shall be divided from time to time and includes
fractions of Shares as well as whole Shares; and

(i) The "1940 Act" refers to the Investment Company Act of 1940,
and the Rules and Regulations thereunder, (including any exemptions
granted thereunder) as amended from time to time.

ARTICLE II
PURPOSE OF TRUST

The purpose of this Trust is to provide investors a continuous source of
managed investments by investing primarily in securities (including options)
and also in debt instruments, commodities, commodity contracts and options
thereon.

ARTICLE III
BENEFICIAL INTEREST

Section 1. Shares of Beneficial Interest.

The beneficial interest in the Trust shall at all times be divided
into transferable Shares, without par value. Subject to the provisions
of Section 5 of this Article III, each Share shall have voting rights as
provided in Article VIII hereof, and holders of the Shares of any Series
shall be entitled to receive dividends, when and as declared with
respect thereto in the manner provided in Article X, Section 1 hereof.
The Shares of any Series may be issued in two or more Classes, as the
Trustees may authorize pursuant to Article XII, Section 8 hereof.
Unless the Trustees have authorized the issuance of Shares of a Series
in two or more Classes, each Share of a Series shall represent an equal
proportionate interest in the assets and liabilities of the Series with
each other Share of the same Series, none having priority or preference
over another. If the Trustees have authorized the issuance of Shares of
a Series in two or more Classes, then the Classes may have such
variations as to dividend, redemption, and voting rights, net asset
values, expenses borne by the Classes, and other matters as the Trustees
have authorized provided that each Share of a Class shall represent an
equal proportionate interest in the assets and liabilities of the Class
with each other Share of the same Class, none having priority or
preference over another. The number of Shares authorized shall be
unlimited. The Trustees may from time to time divide or combine the
Shares of any Series or Class into a greater or lesser number without
thereby changing the proportionate beneficial interests in the Series or
Class.

Section 2. Ownership of Shares.

The ownership of Shares shall be recorded in the books of the Trust
or a transfer agent which books shall be maintained separately for the
Shares of each Series or Class. The Trustees may make such rules as
they consider appropriate for the transfer of Shares and similar
matters. The
record books of the Trust or any transfer agent, as the case may be,
shall be conclusive as to who are the Shareholders of each Series or
Class and as to the number of Shares of each Series or Class held from
time to time by each.

Section 3. Investment in the Trust.

The Trustees shall accept investments in the Trust from such
persons and on such terms as they may from time to time authorize.
After the date of the initial contribution of capital (which shall occur
prior to the initial public offering of Shares), the number of Shares to
represent the initial contribution shall be considered as outstanding
and the amount received by the Trustees on account of the contribution
shall be treated as an asset of the Trust to be allocated among any
Series or Classes in the manner described in Section 5(a) of this
Article. Subsequent to such initial contribution of capital, Shares
(including Shares which may have been redeemed or repurchased by the
Trust) may be issued or sold at a price which will net the relevant
Series or Class, as the case may be, before paying any taxes in
connection with such issue or sale, not less than the net asset value
(as defined in Article X, Section 3) thereof; provided, however, that
the Trustees may in their discretion impose a sales charge upon
investments in the Trust.

Section 4. No Pre-emptive Rights.

Shareholders shall have no pre-emptive or other right to subscribe
to any additional Shares or other securities issued by the Trust.

Section 5. Establishment and Designation of Series or Class.

Without limiting the authority of the Trustees set forth in Article
XII, Section 8, inter alia, to establish and designate any additional
series or class or to modify the rights and preferences of any existing
Series or Class, the initial series shall be, and are established and
designated as: Managed Bond Fund-Institutional Shares; Managed Bond Fund-
Trust Shares; Maryland Municipal Bond Fund-Institutional Shares;
Maryland Municipal Bond Fund-Trust Shares; Money Market Fund-
Institutional Shares; Money Market Fund-Trust Shares; Treasury Money
Market Fund-Institutional Shares; Treasury Money Market Fund-Trust
Shares; Value Equity Fund-Institutional Shares; Value Equity Fund-Trust
Shares; Virginia Municipal Bond Fund-Institutional Shares; and Virginia
Municipal Bond Fund-Trust Shares.

Shares of any Series or Class established in this Section 5 shall
have the following relative rights and preferences:

(a) Assets belonging to Series or Class. All consideration
received by the Trust for the issue or sale of Shares of a
particular Series or Class, together with all assets in which such
consideration is invested or reinvested, all income, earnings,
profits, and proceeds thereof from whatever source derived,
including, without limitation, any proceeds derived from the sale,
exchange or liquidation of such assets, and any funds or payments
derived from any reinvestment of such proceeds in whatever form the
same may be, shall irrevocably belong to that Series or Class for
all purposes, subject only to the rights of creditors, and shall be
so recorded upon the books of account of the Trust. Such
consideration, assets, income, earnings, profits and proceeds
thereof, from whatever source derived, including, without
limitation, any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from
any reinvestment of such proceeds, in whatever form the same may be,
are herein referred to as "assets belonging to" that Series or
Class. In the event that there are any assets, income, earnings,
profits and proceeds thereof, funds or payments which are not
readily identifiable as belonging to any particular Series or Class
(collectively "General Assets"), the Trustees shall allocate
such General Assets to, between or among any one or more of the
Series or Classes established and designated from time to time in
such manner and on such basis as they, in their sole discretion,
deem fair and equitable, and any General Assets so allocated to a
particular Series or Class shall belong to that Series or Class.
Each such allocation by the Trustees shall be conclusive and binding
upon the Shareholders of all Series or Classes for all purposes.

(b) Liabilities Belonging to Series or Class. The assets
belonging to each particular Series or Class shall be charged with
the liabilities of the Trust in respect to that Series or Class and
all expenses, costs, charges and reserves attributable to that
Series or Class, and any general liabilities of the Trust which are
not readily identifiable as belonging to any particular Series or
Class shall be allocated and charged by the Trustees to and among
any one or more of the Series or Classes established and designated
from time to time in such manner and on such basis as the Trustees
in their sole discretion deem fair and equitable. The liabilities,
expenses, costs, charges and reserves so charged to a Series or
Class are herein referred to as "liabilities belonging to" that
Series or Class. Each allocation of liabilities belonging to a
Series or class by the Trustees shall be conclusive and binding upon
the Shareholders of all Series or Classes for all purposes.

(c) Dividends, Distributions, Redemptions, Repurchases
and_Indemnification. Notwithstanding any other provisions of this
Declaration, including, without limitation, Article X, no dividend
or distribution (including, without limitation, any distribution
paid upon termination of the Trust or of any Series or Class) with
respect to, nor any redemption or repurchase of the Shares of any
Series or Class shall be effected by the Trust other than from the
assets belonging to such Series or Class, nor except as specifically
provided in Section 1 of Article XI hereof, shall any Shareholder of
any particular Series or Class otherwise have any right or claim
against the assets belonging to any other Series or Class except to
the extent that such Shareholder has such a right or claim hereunder
as a Shareholder of such other Series or Class.

(d) Voting. Notwithstanding any of the other provisions of
this Declaration, including, without limitation, Section 1 of
Article VIII, only Shareholders of a particular Series or Class
shall be entitled to vote on any matters affecting such Series or
Class. Except with respect to matters as to which any particular
Series or Class is affected, all of the Shares of each Series or
Class shall, on matters as to which such Series or Class is entitled
to vote, vote with other Series or Classes so entitled as a single
class. Notwithstanding the foregoing, with respect to matters which
would otherwise be voted on by two or more Series or Classes as a
single class, the Trustees may, in their sole discretion, submit
such matters to the Shareholders of any or all such Series or
Classes, separately.

(e) Fraction. Any fractional Share of a Series or Class
shall carry proportionately all the rights and obligations of a
whole Share of that Series or Class, including rights with respect
to voting, receipt of dividends and distributions, redemption of
Shares and termination of the Trust or of any Series or Class.

(f) Exchange Privilege. The Trustees shall have the
authority
to provide that the holders of Shares of any Series or Class shall
have the right to exchange said Shares for Shares of one or more
other Series or Classes in accordance with such requirements and
procedures as may be established by the Trustees.

(g) Combination of Series or Classes. The Trustees shall
have the authority, without the approval of the Shareholders of any
Series or Class, unless otherwise required by applicable law, to
combine the assets and liabilities belonging to a single Series or
Class with the assets and liabilities of one or more other Series or
Classes.

(h) Elimination of Series or Classes. At any time that there
are no Shares outstanding of any particular Series or Class
previously established and designated, the Trustees may amend this
Declaration of Trust to abolish that Series or Class and to rescind
the establishment and designation thereof.

ARTICLE IV
THE TRUSTEES

Section 1. Management of the Trust.

The business and affairs of the Trust shall be managed by the
Trustees, and they shall have all powers necessary and desirable to
carry out that responsibility. The Trustees who shall serve until the
election of Trustees at the Meeting of Shareholders subsequent to the
initial public offering of Shares shall be John F. Donahue, Edward C.
Gonzales, William J. Copeland, James E. Dowd, Lawrence D. Ellis, M.D.,
Edward L. Flaherty, Jr., J. Joseph Maloney, Jr., Gregor F. Meyer, Wesley
W. Posvar and Marjorie P. Smuts.

Section 2. Election of Trustees at Meeting of Shareholders.

On a date fixed by the Trustees, which shall be subsequent to the
initial public offering of Shares, the Shareholders shall elect
Trustees. The number of Trustees shall be determined by the Trustees
pursuant to Article IV, Section 5.

Section 3. Term of Office of Trustees.

The Trustees shall hold office during the lifetime of this Trust,
and until its termination as hereinafter provided; except (a) that any
Trustee may resign his office at any time by written instrument signed
by him and delivered to the other Trustees, which shall take effect upon
such delivery or upon such later date as is specified therein; (b) that
any Trustee may be removed at any time by written instrument signed by
at least two-thirds of the number of Trustees prior to such removal,
specifying the date when such removal shall become effective; (c) that
any Trustee who requests in writing to be retired or who has become
mentally or physically incapacitated may be retired by written
instrument signed by a majority of the other Trustees, specifying the
date of his retirement; and (d) a Trustee may be removed at any special
meeting of Shareholders of the Trust by a vote of two-thirds of the
outstanding Shares.

Section 4. Termination of Service and Appointment of Trustees.

In case of the death, resignation, retirement, removal or mental or
physical incapacity of any of the Trustees, or in case a vacancy shall,
by reason of an increase in number, or for any other reason, exist, the
remaining Trustees shall fill such vacancy by appointing such other
person as they in their discretion shall see fit. Such appointment
shall be effected by the signing of a written instrument by a majority
of the Trustees in office. An appointment of a Trustee may be made by
the Trustees then in office in anticipation of a vacancy to occur by
reason of retirement, resignation or increase in number of Trustees
effective at a later date, provided that said appointment shall become
effective only at or after the effective date of said retirement,
resignation or increase in number of Trustees. As soon as any Trustee
so appointed shall have accepted this Trust, the trust estate shall vest
in the new Trustee or Trustees, together with the continuing Trustees,
without any further act or conveyance, and he shall be deemed a Trustee
hereunder. Any appointment authorized by this Section 4 is subject to
the provisions of Section 16(a) of the 1940 Act.

Section 5. Number of Trustees.

The number of Trustees, not less than three (3) nor more than
twenty (20) serving hereunder at any time, shall be determined by the
Trustees themselves.

Whenever a vacancy in the Board of Trustees shall occur, until such
vacancy is filled or while any Trustee is physically or mentally
incapacitated, the other Trustees shall have all the powers hereunder
and the certificate signed by a majority of the other Trustees of such
vacancy, absence or incapacity, shall be conclusive, provided, however,
that no vacancy which reduces the number of Trustees below three (3)
shall remain unfilled for a period longer than six calendar months.

Section 6. Effect of Death, Resignation, etc. of a Trustee.

The death, resignation, retirement, removal, or mental or physical
incapacity of the Trustees, or any one of them, shall not operate to
annul the Trust or to revoke any existing agency created pursuant to the
terms of this Declaration of Trust.

Section 7. Ownership of Assets.

The assets belonging to each Series or Class shall be held separate
and apart from any assets now or hereafter held in any capacity other
than as Trustee hereunder by the Trustees or any successor Trustee. All
of the assets belonging to each Series or Class or owned by the Trust
shall at all times be considered as vested in the Trustees. No
Shareholder shall be deemed to have a severable ownership interest in
any individual asset belonging to any Series or Class or owned by the
Trust or any right of partition or possession thereof, but each
Shareholder shall have a proportionate undivided beneficial interest in
a Series or Class.
ARTICLE V
POWERS OF THE TRUSTEES

Section 1. Powers.

The Trustees in all instances shall act as principals, and are and
shall be free from the control of the Shareholders. The Trustees shall
have full power and authority to do any and all acts and to make and
execute any and all contracts and instruments that they may consider
necessary or appropriate in connection with the management of the Trust
or a Series or Class. The Trustees shall not be bound or limited by
present or future laws or customs in regard to trust investments, but
shall have full authority and power to make any and all investments
which they, in their uncontrolled discretion, shall deem proper to
accomplish the purpose of this Trust. Without limiting the foregoing,
the Trustees shall have the following specific powers and authority,
subject to any applicable limitation in this Declaration of Trust or in
the By-Laws of the Trust:

(a) To buy, and invest funds in their hands in securities
including, but not limited to, common stocks, preferred stocks,
bonds, debentures, warrants and rights to purchase securities,
options, certificates of beneficial interest, money market
instruments, notes or other evidences of indebtedness issued by any
corporation, trust or association, domestic or foreign, or issued or
guaranteed by the United States of America or any agency or
instrumentality thereof, by the government of any foreign country,
by any State of the United States, or by any political subdivision
or agency or instrumentality of any State or foreign country, or in
"when-issued" or "delayed-delivery" contracts for any such
securities, or in any repurchase agreement or reverse repurchase
agreement, or in debt instruments, commodities, commodity contracts
and options thereon, or to retain assets belonging to each and every
Series or Class in cash, and from time to time to change the
investments of the assets belonging to each Series or Class;

(b) To adopt By-Laws of the Trust not inconsistent with the
Declaration of Trust providing for the conduct of the business of
the Trust and to amend and repeal them to the extent that they do
not reserve that right to the Shareholders;

(c) To Elect and remove such officers of the Trust and
appoint and terminate such agents of the Trust as they consider
appropriate;

(d) To appoint or otherwise engage a bank or trust company as
custodian of any assets belonging to any Series or Class subject to
any conditions set forth in this Declaration of Trust or in the By-
Laws;

(e) To appoint or otherwise engage transfer agents, dividend
disbursing agents, Shareholder servicing agents, investment
advisers, sub-investment advisers, principal underwriters,
administrative service agents, and such other agents as the Trustees
may from time to time appoint or otherwise engage;

(f) To provide for the distribution of any Shares of any
Series or Class either through a principal underwriter in the manner
hereinafter provided for or by the Trust itself, or both;

(g) To set record dates in the manner hereinafter provided
for;

(h) To delegate such authority as they consider desirable to
a committee or committees composed of Trustees, including without
limitation, an Executive Committee, or to any officers of the Trust
and to any agent, custodian or underwriter;

(i) To sell or exchange any or all of the assets belonging to
one or more Series or Classes, subject to the provisions of Article
XII, Section 4(b) hereof;

(j) To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or property;
and to execute and deliver powers of attorney to such person or
persons as the Trustees shall deem proper, granting to such person
or persons such power and discretion with relation to securities or
property as the Trustees shall deem proper;

(k) To exercise powers and rights of subscription or
otherwise which in any manner arise out of ownership of securities;

(l) To hold any security or property in a form not indicating
any trust, whether in bearer, unregistered or other negotiable form;
or either in its own name or in the name of a custodian or a nominee
or nominees, subject in either case to proper safeguards according
to the usual practice of Massachusetts trust companies or investment
companies;

(m) To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or
concern, any security of which belongs to any Series or Class; to
consent to any contract, lease, mortgage, purchase, or sale of
property by such corporation or concern, and to pay calls or
subscriptions with respect to any security which belongs to any
Series or Class;

(n) To engage in and to prosecute, compound, compromise,
abandon, or adjust, by arbitration, or otherwise, any actions,
suits, proceedings, disputes, claims, demands, and things relating
to the Trust, and out of the assets belonging to any Series or Class
to pay, or to satisfy, any debts, claims or expenses incurred in
connection therewith, including those of litigation, upon any
evidence that the Trustees may deem sufficient (such powers shall
include without limitation any actions, suits, proceedings,
disputes, claims, demands and things relating to the Trust wherein
any of the Trustees may be named individually and the subject matter
of which arises by reason of business for or on behalf of the
Trust);

(o) To make distributions of income and of capital gains to
Shareholders;

(p) To borrow money;

(q) From time to time to issue and sell the Shares of any
Series or Class either for cash or for property whenever and in such
amounts as the Trustees may deem desirable, but subject to the
limitation set forth in Section 3 of Article III.

(r) To purchase insurance of any kind, including, without
limitation, insurance on behalf of any person who is or was a
Trustee, Officer, employee or agent of the Trust, or is or was
serving at the request of the Trust as a Trustee, Director, Officer,
agent or employee of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity or arising out
of his status as such.

(s) To sell, exchange, lend, pledge, mortgage, hypothecate,
lease, or write options with respect to or otherwise deal in any
property rights relating to any or all of the assets belonging to
any Series or Class.

The Trustees shall have all of the powers set forth in this Section 1
with respect to all assets and liabilities of each Series and Class.

Section 2. Principal Transactions.

The Trustees shall not cause the Trust on behalf of any Series or
Class to buy any securities (other than Shares) from or sell any
securities (other than Shares) to, or lend any assets belonging to any
Series or Class to any Trustee or officer or employee of the Trust or
any firm of which any such Trustee or officer is a member acting as
principal unless permitted by the 1940 Act, but the Trust may employ any
such other party or any such person or firm or company in which any such
person is an interested person in any capacity not prohibited by the
1940 Act.

Section 3. Trustees and Officers as Shareholders.

Any Trustee, officer or other agent of the Trust or any Series or
Class may acquire, own and dispose of Shares of any Series or Class to
the same extent as if he were not a Trustee, officer or agent; and the
Trustees may issue and sell or cause to be issued or sold Shares of any
Series or Class to and buy such Shares from any such person or any firm
or company in which he is an interested person subject only to the
general limitations herein contained as to the sale and purchase of such
Shares; and all subject to any restrictions which may be contained in
the By-Laws.

Section 4. Parties to Contract.

The Trustees may enter into any contract of the character described
in Article VII or in Article IX hereof or any other capacity not
prohibited by the 1940 Act with any corporation, firm, trust or
association, although one or more of the shareholders, Trustees,
officers, employees or agents of the Trust or any Series or Class or
their affiliates may be an officer, director, trustee, shareholder or
interested person of such other party to the contract, and no such
contract shall be invalidated or rendered voidable by reason of the
existence of any such relationship, nor shall any person holding such
relationship be liable merely by reason of such relationship for any
loss or expense to the Trust or any Series or Class under or by reason
of said contract or accountable for any profit realized directly or
indirectly therefrom, in the absence of actual fraud. The same person
(including a firm, corporation, trust or association) may be the other
party to contracts entered into pursuant to Article VII or Article IX or
any other capacity not prohibited by the 1940 Act, and any individual
may be financially interested or otherwise an interested person of
persons who are parties to any or all of the contracts mentioned in this
Section 4.

ARTICLE VI
TRUSTEES' EXPENSES AND COMPENSATION

Section 1. Trustee Reimbursement.

The Trustees shall be reimbursed from the assets belonging to each
particular Series or Class for all of such Trustees' expenses as such
expenses are allocated to and among any one or more of the Series or
Classes pursuant to Article III, Section 5(b), including, without
limitation, expenses of organizing the Trust or any Series or Class and
continuing its or their existence; fees and expenses of Trustees and
Officers of the Trust; fees for investment advisory services,
administrative services and principal underwriting services provided for
in Article VII, Sections 1, 2 and 3; fees and expenses of preparing and
printing Registration Statements under the Securities Act of 1933 and
the 1940 Act and any amendments thereto; expenses of registering and
qualifying the Trust and any Series or Class and the Shares of any
Series or Class under federal and state laws and regulations; expenses
of preparing, printing and distributing prospectuses and any amendments
thereto sent to shareholders, underwriters, broker-dealers and to
investors who may be considering the purchase of Shares; expenses of
registering, licensing or other authorization of the Trust or any Series
or Class as a broker-dealer and of its or their officers as agents and
salesmen under federal and state laws and regulations; interest
expenses, taxes, fees and commissions of every kind; expenses of issue
(including cost of share certificates), purchases, repurchases and
redemptions of Shares, including expenses attributable to a program of
periodic issue; charges and expenses of custodians, transfer agents,
dividend disbursing agents, Shareholder servicing agents and registrars;
printing and mailing costs; auditing, accounting and legal expenses;
reports to Shareholders and governmental officers and commissions;
expenses of meetings of Shareholders and proxy solicitations therefor;
insurance expenses; association membership dues and nonrecurring items
as may arise, including all losses and liabilities by them incurred in
administering the Trust and any Series or Class, including expenses
incurred in connection with litigation, proceedings and claims and the
obligations of the Trust under Article XI hereof and the By-Laws to
indemnify its Trustees, Officers, employees, shareholders and agents,
and any contract obligation to indemnify principal underwriters under
Section 3 of Article VII; and for the payment of such expenses,
disbursements, losses and liabilities, the Trustees shall have a lien on
the assets belonging to each Series or Class prior to any rights or
interests of the Shareholders of any Series or Class. This section
shall not preclude the Trust from directly paying any of the
aforementioned fees and expenses.

Section 2. Trustee Compensation.

The Trustees shall be entitled to compensation from the Trust from
the assets belonging to any Series or Class for their respective
services as Trustees, to be determined from time to time by vote of the
Trustees, and the Trustees shall also determine the compensation of all
Officers, consultants and agents whom they may elect or appoint. The
Trust may pay out of the assets belonging to any Series or Class any
Trustee or any corporation, firm, trust or other entity of which a
Trustee is an interested person for services rendered in any capacity
not prohibited by the 1940 Act, and such payments shall not be deemed
compensation for services as a Trustee under the first sentence of this
Section 2 of Article VI.

ARTICLE VII
INVESTMENT ADVISER, ADMINISTRATIVE SERVICES,
PRINCIPAL UNDERWRITER AND TRANSFER_AGENT

Section 1. Investment Adviser.

Subject to a Majority Shareholder Vote by the relevant Series or
Class, the Trustees may in their discretion from time to time enter into
an investment advisory contract whereby the other party to such contract
shall undertake to furnish the Trustees investment advisory services for
such Series or Class upon such terms and conditions and for such
compensation as the Trustees may in their discretion determine. Subject
to a Majority Shareholder Vote by the relevant Series or Class, the
investment adviser may enter into a sub-investment advisory contract to
receive investment advice and/or statistical and factual information
from the sub-investment adviser for such Series or Class upon such terms
and conditions and for such compensation as the Trustees, in their
discretion, may agree. Notwithstanding any provisions of this
Declaration of Trust, the Trustees may authorize the investment adviser
or sub-investment adviser or any person furnishing administrative
personnel and services as set forth in Article VII, Section 2 (subject
to such general or specific instructions as the Trustees may from time
to time adopt) to effect purchases, sales or exchanges of portfolio
securities belonging to a Series or Class on behalf of the Trustees or
may authorize any officer or Trustee to effect such purchases, sales, or
exchanges pursuant to recommendations of the investment adviser (and all
without further action by the Trustees). Any such purchases, sales and
exchanges shall be deemed to have been authorized by the Trustees. The
Trustees may also authorize the investment adviser to determine what
firms shall be employed to effect transactions in securities for the
account of a Series or Class and to determine what firms shall
participate in any such transactions or shall share in commissions or
fees charged in connection with such transactions.

Section 2. Administrative Services.

The Trustees may in their discretion from time to time contract for
administrative personnel and services whereby the other party shall
agree to provide the Trustees administrative personnel and services to
operate the Trust or a Series or Class on a daily basis, on such terms
and conditions as the Trustees may in their discretion determine. Such
services may be provided by one or more entities.

Section 3. Principal Underwriter.

The Trustees may in their discretion from time to time enter into
an exclusive or nonexclusive contract or contracts providing for the
sale of the Shares of a Series or Class to net such Series or Class not
less than the amount provided in Article III, Section 3 hereof, whereby
a Series or Class may either agree to sell the Shares to the other party
to the contract or appoint such other party its sales agent for such
shares. In either case, the contract shall be on such terms and
conditions (including indemnification of principal underwriters
allowable under applicable law and regulation) as the Trustees may in
their discretion determine not inconsistent with the provisions of this
Article VII; and such contract may also provide for the repurchase or
sale of Shares of a Series or Class by such other party as principal or
as agent of the Trust and may provide that the other party may maintain
a market for shares of a Series or Class.

Section 4. Transfer Agent.

The Trustees may in their discretion from time to time enter into
transfer agency and shareholder services contracts whereby the other
party shall undertake to furnish a transfer agency and shareholder
services. The contracts shall be on such terms and conditions as the
Trustees may in their discretion determine not inconsistent with the
provisions of this Declaration of Trust or of the By-Laws. Such
services may be provided by one or more entities.

ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS

Section 1. Voting Powers.

Subject to the provisions set forth in Article III, Section 5(d),
the shareholders shall have power to vote, (i) for the election of
Trustees as provided in Article IV, Section 2; (ii) for the removal of
Trustees as provided in Article IV, Section 3(d); (iii) with respect to
any investment adviser or sub-investment adviser as provided in Article
VII, Section 1; (iv) with respect to the amendment of this Declaration
of Trust as provided in Article XII, Section 7; (v) to the same extent
as the shareholders of a Massachusetts business corporation as to
whether or not a court action, proceeding or claim should be brought or
maintained derivatively or as a class action on behalf of the Trust or
the Shareholders; and (vi) with respect to such additional matters
relating to the Trust as may be required by law, by this Declaration of
Trust, or the By-Laws of the Trust or any regulation of the Trust or the
Commission or any State, or as the Trustees may consider desirable.
Each whole Share shall be entitled to one vote as to any matter on which
it is entitled to vote, and each fractional Share shall be entitled to a
proportionate fractional vote. There shall be no cumulative voting in
the election of Trustees. Shares may be voted in person or by proxy.
Until Shares of a Series or Class are issued, the Trustees may exercise
all rights of Shareholders of such Series or Class with respect to
matters affecting such Series or Class, and may take any action with
respect to the Trust or such Series or Class required or permitted by
law, this Declaration of Trust or any By-Laws of the Trust to be taken
by Shareholders.

Section 2. Meetings.

A Shareholders meeting shall be held as specified in Section 2 of
Article IV at the principal office of the Trust or such other place as
the Trustees may designate. Special meetings of the Shareholders may be
called by the Trustees or the Chief Executive Officer of the Trust and
shall be called by the Trustees upon the written request of Shareholders
owning at least one-tenth of the outstanding Shares of all Series and
Classes entitled to vote. Shareholders shall be entitled to at least
fifteen days' notice of any meeting.

Section 3. Quorum and Required Vote.

Except as otherwise provided by law, to constitute a quorum for the
transaction of any business at any meeting of Shareholders there must be
present, in person or by proxy, holders of more than fifty percent of
the total number of outstanding Shares of all Series and Classes
entitled to vote at such meeting. When any one or more Series or
Classes is entitled to vote as a single Series or Class, more than fifty
percent of the shares of each such Series or Class entitled to vote
shall constitute a quorum at a Shareholder's meeting of that Series or
Class. If a quorum shall not be present for the purpose of any vote
that may properly come before the meeting, the Shares present in person
or by proxy and entitled to vote at such meeting on such matter may, by
plurality vote, adjourn the meeting from time to time to such place and
time without further notice than by announcement to be given at the
meeting until a quorum entitled to vote on such matter shall be present,
whereupon any such matter may be voted upon at the meeting as though
held when originally convened. Subject to any applicable requirement of
law or of this Declaration of Trust or the By-Laws, a plurality of the
votes cast shall elect a Trustee, and all other matters shall be decided
by a majority of the votes cast and entitled to vote thereon.

Section 4. Additional Provisions.

The By-Laws may include further provisions for Shareholders' votes
and meetings and related matters.

ARTICLE IX
CUSTODIAN

The Trustees may, in their discretion, from time to time enter into
contracts providing for custodial and accounting services to the Trust or any
Series or Class. The contracts shall be on the terms and conditions as the
Trustees may in their discretion determine not inconsistent with the
provisions of this Declaration of Trust or of the By-Laws. Such services may
be provided by one or more entities, including one or more sub-custodians.

ARTICLE X
DISTRIBUTIONS AND REDEMPTIONS

Section 1. Distributions.

(a) The Trustees may from time to time declare and pay
dividends to the Shareholders of any Series or Class, and the amount
of such dividends and the payment of them shall be wholly in the
discretion of the Trustees. Such dividends may be accrued and
automatically reinvested in additional Shares (or fractions thereof)
of the relevant Series or Class or paid in cash or additional Shares
of such Series or Class, all upon such terms and conditions as the
Trustees may prescribe.

(b) The Trustees may distribute in respect of any fiscal year
as dividends and as capital gains distributions, respectively,
amounts sufficient to enable any Series or Class to qualify as a
regulated investment company to avoid any liability for federal
income taxes in respect of that year.

c) The decision of the Trustees as to what constitutes income
and what constitutes principal shall be final, and except as
specifically provided herein the decision of the Trustees as to what
expenses and charges of any Series or Class shall be charged against
principal and what against the income shall be final. Any income
not distributed in any year may be permitted to accumulate and as
long as not distributed may be invested from time to time in the
same manner as the principal funds of any Series or Class.

(d) All dividends and distributions on Shares of a particular
Series or Class shall be distributed pro rata to the holders of that
Series or Class in proportion to the number of Shares of that Series
or Class held by such holders and recorded on the books of the Trust
or its transfer agent at the date and time of record established for
that payment.

Section 2. Redemptions and Repurchases.

(a) In case any Shareholder of record of any Series or Class
at any time desires to dispose of Shares of such Series or Class
recorded in his name, he may deposit a written request (or such
other form of request as the Trustees may from time to time
authorize) requesting that the Trust purchase his Shares, together
with such other instruments or authorizations to effect the transfer
as the Trustees may from time to time require, at the office of the
Transfer Agent, and the Trust shall purchase his Shares out of
assets belonging to such Series or Class. The purchase price shall
be the net asset value of his shares reduced by any redemption
charge as the Trustees from time to time may determine.

Payment for such Shares shall be made by the Trust to the
Shareholder of record within that time period required under the
1940 Act after the request (and, if required, such other instruments
or authorizations of transfer) is deposited, subject to the right of
the Trustees to postpone the date of payment pursuant to Section 4
of this Article X. If the redemption is postponed beyond the date
on which it would normally occur by reason of a declaration by the
Trustees suspending the right of redemption pursuant to Section 4 of
this Article X, the right of the Shareholder to have his Shares
purchased by the Trust shall be similarly suspended, and he may
withdraw his request (or such other instruments or authorizations of
transfer) from deposit if he so elects; or, if he does not so elect,
the purchase price shall be the net asset value of his Shares
determined next after termination of such suspension (reduced by any
redemption charge), and payment therefor shall be made within the
time period required under the 1940 Act.

(b) The Trust may purchase Shares of a Series or Class by
agreement with the owner thereof at a purchase price not exceeding
the net asset value per Share (reduced by any redemption charge)
determined (1) next after the purchase or contract of purchase is
made or (2) at some later time.

(c) The Trust may pay the purchase price (reduced by any
redemption charge) in whole or in part by a distribution in kind of
securities from the portfolio of the relevant Series or Class,
taking such securities at the same value employed in determining net
asset value, and selecting the securities in such manner as the
Trustees may deem fair and equitable.

Section 3. Net Asset Value of Shares.

The net asset value of each Share of a Series or Class outstanding
shall be determined at such time or times as may be determined by or on
behalf of the Trustees. The power and duty to determine net asset value
may be delegated by the Trustees from time to time to one or more of the
Trustees or Officers of the Trust, to the other party to any contract
entered into pursuant to Section 1 or 2 of Article VII or to the
custodian or to a transfer agent or other person designated by the
Trustees.

The net asset value of each Share of a Series or Class as of any
particular time shall be the quotient (adjusted to the nearer cent)
obtained by dividing the value, as of such time, of the net assets
belonging to such Series or Class (i.e., the value of the assets
belonging to such Series or Class less the liabilities belonging to such
Series or Class exclusive of capital and surplus) by the total number of
Shares outstanding of the Series or Class at such time in accordance
with the requirements of the 1940 Act and applicable provisions of the
By-Laws of the Trust in conformity with generally accepted accounting
practices and principles.

The Trustees may declare a suspension of the determination of net
asset value for the whole or any part of any period in accordance with
the 1940 Act.

Section 4. Suspension of the Right of Redemption.

The Trustees may declare a suspension of the right of redemption or
postpone the date of payment for the whole or any part of any period in
accordance with the 1940 Act.

Section 5. Trust's Right to Redeem Shares.

The Trust shall have the right to cause the redemption of Shares of
any Series or Class in any Shareholder's account for their then current
net asset value and promptly make payment to the shareholder (which
payment may be reduced by any applicable redemption charge), if at any
time the total investment in the account does not have a minimum dollar
value determined from time to time by the Trustees in their sole
discretion.

ARTICLE XI
LIMITATION OF LIABILITY AND INDEMNIFICATION

Section 1. Limitation of Personal Liability and Indemnification of
Shareholders.

The Trustees, officers, employees or agents of the Trust shall have
no power to bind any Shareholder of any Series or Class personally or to
call upon such Shareholder for the payment of any sum of money or
assessment whatsoever, other than such as the Shareholder may at any
time agree to pay by way of subscription to any Shares or otherwise.

No Shareholder or former Shareholder of any Series or Class shall
be liable solely by reason of his being or having been a Shareholder for
any debt, claim, action, demand, suit, proceeding, judgment, decree,
liability or obligation of any kind, against, or with respect to the
Trust or any Series or Class arising out of any action taken or omitted
for or on behalf of the Trust or such Series or Class, and the Trust or
such Series or Class shall be solely liable therefor and resort shall be
had solely to the property of the relevant Series or Class of the Trust
for the payment or performance thereof.

Each Shareholder or former Shareholder of any Series or Class (or
their heirs, executors, administrators or other legal representatives
or, in case of a corporate entity, its corporate or general successor)
shall be entitled to be indemnified and reimbursed by the Trust to the
full extent of such liability and the costs of any litigation or other
proceedings in which such liability shall have been determined,
including, without limitation, the fees and disbursements of counsel if,
contrary to the provisions hereof, such Shareholder or former
Shareholder of such Series or Class shall be held to be personally
liable. Such indemnification and reimbursement shall come exclusively
from the assets of the relevant Series or Class.

The Trust shall, upon request by a Shareholder or former
Shareholder, assume the defense of any claim made against any
Shareholder for any act or obligation of the Trust or any Series or
Class and satisfy any judgment thereon.

Section 2. Limitation of Personal Liability of Trustees,
Officers, Employees or Agents of the Trust.

No Trustee, officer, employee or agent of the Trust shall have the
power to bind any other Trustee, officer, employee or agent of the Trust
personally. The Trustees, officers, employees or agents of the Trust
incurring any debts, liabilities or obligations, or in taking or
omitting any other actions for or in connection with the Trust are, and
each shall be deemed to be, acting as Trustee, officer, employee or
agent of the Trust and not in his own individual capacity.

Trustees and officers of the Trust shall be liable for their
willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of the office of Trustee or
officer, as the case may be, and for nothing else.

Section 3. Express Exculpatory Clauses and Instruments.

The Trustees shall use every reasonable means to assure that all
persons having dealings with the Trust or any Series or Class shall be
informed that the property of the Shareholders and the Trustees,
officers, employees and agents of the Trust or any Series or Class shall
not be subject to claims against or obligations of the Trust or any
other Series or Class to any extent whatsoever. The Trustees shall
cause to be inserted in any written agreement, undertaking or obligation
made or issued on behalf of the Trust or any Series or Class (including
certificates for Shares of any Series or Class) an appropriate reference
to the provisions of this Declaration, providing that neither the
Shareholders, the Trustees, the officers, the employees nor any agent of
the Trust or any Series or Class shall be liable thereunder, and that
the other parties to such instrument shall look solely to the assets
belonging to the relevant Series or Class for the payment of any claim
thereunder or for the performance thereof; but the omission of such
provisions from any such instrument shall not render any Shareholder,
Trustee, officer, employee or agent liable, nor shall the Trustee, or
any officer, agent or employee of the Trust or any Series or Class be
liable
to anyone for such omission. If, notwithstanding this provision, any
Shareholder, Trustee, officer, employee or agent shall be held liable to
any other person by reason of the omission of such provision from any
such agreement, undertaking or obligation, the Shareholder, Trustee,
officer, employee or agent shall be indemnified and reimbursed by the
Trust.

ARTICLE XII
MISCELLANEOUS

Section 1. Trust is not a Partnership.

It is hereby expressly declared that a trust and not a partnership
is created hereby.

Section 2. Trustee Action Binding, Expert Advice, No Bond or Surety.

The exercise by the Trustees of their powers and discretions
hereunder shall be binding upon everyone interested. Subject to the
provisions of Article XI, the Trustees shall not be liable for errors of
judgment or mistakes of fact or law. The Trustees may take advice of
counsel or other experts with respect to the meaning and operation of
this Declaration of Trust, and subject to the provisions of Article XI,
shall be under no liability for any act or omission in accordance with
such advice or for failing to follow such advice. The Trustees shall
not be required to give any bond as such, nor any surety if a bond is
required.

Section 3. Establishment of Record Dates.

The Trustees may close the Share transfer books of the Trust
maintained with respect to any Series or Class for a period not
exceeding sixty (60) days preceding the date of any meeting of
Shareholders of the Trust or any Series or Class, or the date for the
payment of any dividend or the making of any distribution to
Shareholders, or the date for the allotment of rights, or the date when
any change or conversion or exchange of Shares of any Series or Class
shall go into effect; or in lieu of closing the Share transfer books as
aforesaid, the Trustees may fix in advance a date, not exceeding sixty
(60) days preceding the date of any meeting of Shareholders of the Trust
or any Series or Class, or the date for the payment of any dividend or
the making of any distribution to Shareholders of any Series or Class,
or the date for the allotment of rights, or the date when any change or
conversion or exchange of Shares of any Series or Class shall go into
effect, or the last day on which the consent or dissent of Shareholders
of any Series or Class may be effectively expressed for any purpose, as
a record date for the determination of the Shareholders entitled to
notice of, and, to vote at, any such meeting and any adjournment
thereof, or entitled to receive payment of any such dividend or
distribution, or to any such allotment of rights, or to exercise the
rights in respect of any such change, conversion or exchange of shares,
or to exercise the right to give such consent or dissent, and in such
case such Shareholders and only such Shareholders as shall be
Shareholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting, or to receive payment of such
dividend or distribution, or to receive such allotment or rights, or to
exercise such rights, as the case may be, notwithstanding, after such
date fixed aforesaid, any transfer of any Shares on the books of the
Trust maintained with respect to any Series or Class. Nothing in the
foregoing sentence shall be construed as
precluding the Trustees from setting different record dates for
different Series or Classes.

Section 4. Termination of Trust.

(a) This Trust shall continue without limitation of time but
subject to the provisions of paragraphs (b), (c) and (d) of this
Section 4.

(b) The Trustees may, by majority action, with the approval
of the holders of more than fifty percent of the outstanding Shares
of each Series or Class entitled to vote and voting separately by
Series or Class, sell and convey the assets of the Trust or any
Series or Class to another trust or corporation. Upon making
provision for the payment of all liabilities, by assumption or
otherwise, the Trustees shall distribute the remaining proceeds
belonging to each Series or Class ratably among the holders of the
Shares of that Series or Class then outstanding.

(c) Subject to a Majority Shareholder Vote by such Series or
Class, the Trustees may at any time sell and convert into money all
the assets of the Trust or any Series or Class. Upon making
provision for the payment of all outstanding obligations, taxes and
other liabilities, accrued or contingent, belonging to each Series
or Class, the Trustees shall distribute the remaining assets
belonging to each Series or Class ratably among the holders of the
outstanding Shares of that Series or Class.

(d) Upon completion of the distribution of the remaining
proceeds of the remaining assets as provided in paragraphs (b) and
(c), the Trust or the applicable Series or Class shall terminate and
the Trustees shall be discharged of any and all further liabilities
and duties hereunder or with respect thereto and the right, title
and interest of all parties shall be canceled and discharged.

Section 5. Offices of the Trust, Filing of Copies,
Headings, Counterparts.

The Trust shall maintain a usual place of business in
Massachusetts, which, initially, shall be 101 Arch Street, Boston,
Massachusetts, and shall continue to maintain an office at such address
unless changed by the Trustees to another location in Massachusetts.
The Trust may maintain other offices as the Trustees may from time to
time determine. The original or a copy of this instrument and of each
declaration of trust supplemental hereto shall be kept at the office of
the Trust where it may be inspected by any Shareholder. A copy of this
instrument and of each supplemental declaration of trust shall be filed
by the Trustees with the Massachusetts Secretary of State and the Boston
City Clerk, as well as any other governmental office where such filing
may from time to time be required. Headings are placed herein for
convenience of reference only and in case of any conflict, the text of
this instrument, rather than the headings shall control. This
instrument may be executed in any number of counterparts each of which
shall be deemed an original.

Section 6. Applicable Law.

The Trust set forth in this instrument is created under and is to
be governed by and construed and administered according to the laws of
The Commonwealth of Massachusetts. The Trust shall be of the type
commonly
called a Massachusetts business trust, and without limiting the
provisions hereof, the Trust may exercise all powers which are
ordinarily exercised by such a trust.

Section 7. Amendments -- General.

Prior to the initial issuance of Shares pursuant to Section 3 of
Article III, a majority of the Trustees then in office may amend or
otherwise supplement this instrument by making a Declaration of Trust
supplemental hereto, which thereafter shall form a part hereof.
Subsequent to such initial issuance of Shares, amendments or supplements
to this instrument may be authorized by a majority of the Trustees then
in office and by the holders of a majority of the Shares of all Series
and classes then outstanding and entitled to vote thereon (except that
any amendments or supplements changing the name of the Trust or pursuant
to Section 8 hereunder may be made without shareholder approval), or by
any larger vote which may be required by applicable law or this
Declaration of Trust in any particular case, which amendment or
supplement thereafter shall form a part hereof. Any such amendment or
supplement (which may be in the form of a complete restatement) may be
evidenced by either (i) a supplemental Declaration of Trust signed by at
least a majority of the Trustees then in office or (ii) by a certificate
of the President and Secretary of the Trust setting forth such amendment
or supplement and certifying that such amendment or supplement has been
duly authorized by the Trustees, and if required, by the shareholders.
Copies of the supplemental Declaration of Trust or the certificate of
the President and Secretary, as the case may be, shall be filed as
specified in Section 5 of this Article XII.

Section 8. Amendments -- Series.

The establishment and designation of any series or class of Shares
in addition to those established and designated in Section 5 of Article
III hereof shall be effective upon the execution by a majority of the
then Trustees of an amendment to this Declaration of Trust, taking the
form of a complete restatement or otherwise, setting forth such
establishment and designation and the relative rights and preferences of
any such Series or Class, or as otherwise provided in such instrument.

Without limiting the generality of the foregoing, the Declaration
of the Trust may be amended to:

(a) create one or more Series or Classes of Shares (in
addition to any Series or Classes already existing or otherwise)
with such rights and preferences and such eligibility requirements
for investment therein as the Trustees shall determine and
reclassify any or all outstanding Shares as Shares of particular
Series or Classes in accordance with such eligibility requirements;

(b) combine two or more Series or Classes of Shares into a
single Series or Class on such terms and conditions as the Trustees
shall determine;

(c) change or eliminate any eligibility requirements for
investment in Shares of any Series or Class, including without
limitation the power to provide for the issue of Shares of any
Series or Class in connection with any merger or consolidation of
the Trust with another trust or company or any acquisition by the
Trust of part or all of the assets of another trust or company;

(d) change the designation of any Series or Class of Shares;

(e) change the method of allocating dividends among the
various Series and Classes of Shares;

(f) allocate any specific assets or liabilities of the Trust
or any specific items of income or expense of the Trust to one or
more Series and Classes of Shares;

(g) specifically allocate assets to any or all Series or
Classes of Shares or create one or more additional Series or Classes
of Shares which are preferred over all other Series or Classes of
Shares in respect of assets specifically allocated thereto or any
dividends paid by the Trust with respect to any net income, however
determined, earned from the investment and reinvestment of any
assets so allocated or otherwise and provide for any special voting
or other rights with respect to such Series or Classes.

Section 9. Use of Name.

The Trust acknowledges that Signet Trust Company has reserved the
right to grant the non-exclusive use of the name "Commonwealth" or any
derivative thereof to any other investment company, investment company
portfolio, investment adviser, distributor, or other business
enterprise, and to withdraw from the Trust or one or more Series or
Classes any right to the use of the name "Commonwealth".

IN WITNESS WHEREOF, the undersigned have executed this instrument the
day and year first above written.

/s/ John F. Donahue /s/ Edward C. Gonzales
John F. Donahue Edward C. Gonzales

/s/ William J. Copeland /s/ James E. Dowd
William J. Copeland James E. Dowd

/s/ Lawrence D. Ellis, M.D. /s/ Edward L. Flaherty, Jr.
Lawrence D. Ellis, M.D. Edward L. Flaherty, Jr.

/s/ J. Joseph Maloney, Jr. /s/ Gregor F. Meyer
J. Joseph Maloney, Jr. Gregor F. Meyer

/s/ Wesley W. Posvar /s/ Marjorie P. Smuts
Wesley W. Posvar Marjorie P. Smuts
Commonwealth OF PENNSYLVANIA )
: ss:
COUNTY OF ALLEGHENY )

I hereby certify that on June 20, 1990, before me, the subscriber, a
Notary Public of the Commonwealth of Pennsylvania, in for the County of
Allegheny, personally appeared John F. Donahue, Edward C. Gonzales, William
J. Copeland, James E. Dowd, Lawrence D. Ellis, M.D., Edward L. Flaherty, Jr.,
J. Joseph Maloney, Jr., Gregor F. Meyer, Wesley W. Posvar and Marjorie P.
Smuts, who acknowledged the foregoing Declaration of Trust to be their act.

Witness my hand and notarial seal the day and year above written.

/s/ Michele R. Churilla
Notary Public

Exhibit (1)
The SBK Select Series

Declaration of Trust

TABLE OF CONTENTS

Page

ARTICLE I. NAMES AND DEFINITIONS ............................. 1

Section 1. Name ......................................... 1
Section 2. Definitions .................................. 1

ARTICLE II. PURPOSE OF TRUST .................................. 2

ARTICLE III. BENEFICIAL_INTEREST................................ 2

Section 1. Shares of Beneficial Interest ................ 2
Section 2. Ownership of Shares .......................... 2
Section 3. Investment in the Trust ...................... 3
Section 4. No Pre-emptive Rights ........................ 3
Section 5. Establishment and Designation of Series
or Class ................................... 3

ARTICLE IV. THE TRUSTEES ...................................... 5

Section 1. Management of the Trust ...................... 5
Section 2. Election of Trustees at Meeting of
Shareholders ............................... 5
Section 3. Term of Office of Trustees ................... 5
Section 4. Termination of Service and Appointment
of Trustees ................................ 5
Section 5. Number of Trustees ........................... 6
Section 6. Effect of Death, Resignation, etc. of a
Trustee .................................... 6
Section 7. Ownership of Assets .......................... 6

ARTICLE V. POWERS OF THE TRUSTEES ............................ 6

Section 1. Powers ....................................... 6
Section 2. Principal Transactions ....................... 9
Section 3. Trustees and Officers as Shareholders......... 9
Section 4. Parties to Contract .......................... 9

-i-
Page

ARTICLE VI. TRUSTEES' EXPENSES AND COMPENSATION ............... 9

Section 1. Trustee Reimbursement ........................ 9
Section 2. Trustee Compensation ......................... 10

ARTICLE VII. INVESTMENT ADVISER, ADMINISTRATIVE SERVICES,
PRINCIPAL UNDERWRITER AND
TRANSFER AGENT ......................... 10

Section 1. Investment Adviser ........................... 10
Section 2. Administrative Services ...................... 11
Section 3. Principal Underwriter ........................ 11
Section 4. Transfer Agent ............................... 11

ARTICLE VIII. SHAREHOLDERS' VOTING POWERS AND MEETINGS .......... 11

Section 1. Voting Powers ................................ 11
Section 2. Meetings ..................................... 12
Section 3. Quorum and Required Vote ..................... 12
Section 4. Additional Provisions ........................ 12

ARTICLE IX. CUSTODIAN ......................................... 13

ARTICLE X. DISTRIBUTIONS AND REDEMPTIONS ..................... 13

Section 1. Distributions ................................ 13
Section 2. Redemptions and Repurchases .................. 13
Section 3. Net Asset Value of Shares .................... 14
Section 4. Suspension of the Right of Redemption......... 14
Section 5. Trust's Right to Redeem Shares ............... 15

ARTICLE XI. LIMITATION OF LIABILITY AND INDEMNIFICATION ....... 15

Section 1. Limitation of Personal Liability and
Indemnification of Shareholders ............ 15
Section 2. Limitation of Personal Liability of
Trustees, Officers, Employees or
Agents of the Trust ........................ 15
Section 3. Express Exculpatory Clauses and
Instruments ................................ 16

-ii-
Page

ARTICLE XII. MISCELLANEOUS...................................... 16

Section 1. Trust is not a Partnership ................... 16
Section 2. Trustee Action Binding, Expert Advice,
No Bond or Surety .......................... 16
Section 3. Establishment of Record Dates ................ 16
Section 4. Termination of Trust ......................... 17
Section 5. Offices of the Trust, Filing of Copies,
Headings, Counterparts ..................... 18
Section 6. Applicable Law ............................... 18
Section 7. Amendments -- General ........................ 18
Section 8. Amendments -- Series ......................... 19
Section 9. Use of Name................................... 19

-iii-

Form N-1A Exhibit No. 1(v)
Regulation S-K Exhibit No. 3(a)(ii)

THE SIGNET SELECT SERIES

Amendment No. 4
to
DECLARATION OF TRUST
Dated June 20, 1990

THIS Declaration of Trust is amended as follows:

A. Delete Section 1 in Article I and substitute in its place the
following:

"Section 1. Name. This Trust shall be known as Signet Select
Funds."

B. Delete Section 2(b) in Article I and substitute in its place the
following:

"Section 2. Definitions.

(b) The "Trust" refers to Signet Select Funds;"

C. Delete Section 9 in Article XII and substitute in its place the
following:

"Section 9. Use of Name.

The Trust acknowledges that Signet Trust Company has reserved the
right to grant the non-exclusive use of the name "Signet Select
Funds" or any derivative thereof to any other investment
company, investment company portfolio, investment adviser,
distributor, or other business enterprise, and to withdraw from
the Trust or one or more Series or Classes any right to the use
of the name "Signet Select Funds"."

The undersigned Assistant Secretary of Signet Select Funds certifies
that the above stated amendment is a true and correct Amendment to the
Declaration of Trust, as adopted by the Trustees of the Trust as of the 1st
day of October, 1992.

WITNESS the due execution hereof this 1st day of October, 1992.

/s/ C. Grant Anderson
C. Grant Anderson
Assistant Secretary

Form N-1A Exhibit No. 1(vi)
Regulation S-K Exhibit No. 3(a)(iii)

SIGNET SELECT FUNDS

Amendment No. 5
DECLARATION OF TRUST
dated June 20, 1990

THIS Declaration of Trust is amended as follows:

Strike the first paragraph of Section 5 of Article III from the
Declaration of Trust and substitute in its place the following:

"Section 5. Establishment and Designation of Series or Class.

Maryland Municipal Bond Fund
Investment Shares
Trust Shares
Money Market Fund
Investment Shares
Trust Shares
Tax-Free Money Market Fund
Treasury Money Market Fund
Investment Shares
Trust Shares
U.S. Government Income Fund
Investment Shares
Trust Shares
Value Equity Fund
Investment Shares
Trust Shares
Virginia Municipal Bond Fund
Investment Shares
Trust Shares"

The undersigned Assistant Secretary of Signet Select Funds hereby
certifies that the above stated Amendment is a true and correct
Amendment to the Declaration of Trust, as adopted by the Board of
Trustees on the 19th day of May, 1994.

WITNESS the due execution hereof this 27th day of May, 1994.

/s/ C. Grant Anderson
C. Grant Anderson
Assistant Secretary

Form N-1A Exhibit No. 1(vii)
Regulation S- Exhibit no. 3(a)(iv)

SIGNET SELECT FUNDS

Amendment No. 6
to
DECLARATION OF TRUST
Dated June 20, 1990

THIS Declaration of Trust is amended as follows:

A. Delete Section 1 in Article I and substitute in its place the
following:

"Section 1. Name. This Trust shall be knows as The
Medalist Funds."

B. Delete Section 2(b) in Article I and substitute in its place the
following:

"Section 2. Definitions.

(b) The "Trust" refers to "The Medalist Funds";"

C. Delete the first paragraph of Section 5 of Article III from the
Declaration of Trust and substitute in its place the following:

"Section 5. Establishment and Designation of Series
or Class.

The Maryland Municipal Bond Fund
Investment Shares
Trust Shares
The Money Market Fund
Investment Shares
Trust Shares
The Tax-Free Money Market Fund
The Treasury Money Market Fund
Investment Shares
Trust Shares
The U.S. Government Securities Fund
Investment Shares
Trust Shares
The Stock Fund
Investment Shares
Trust Shares
The Virginia Municipal Bond Fund
Investment Shares
Trust Shares"

D. Delete Section 9 in Article XII and substitute in its place the
following:

"Section 9. Use of Name.

The Trust acknowledges that Signet Trust Company has
reserved the right to grant the non-exclusive use of the
name "The Medalist Funds" or any derivative thereof to any
other investment company, investment company portfolio,
investment adviser, distributor, or other business
enterprise, and to withdraw from the Trust or one or more
Series or Classes any right to the use of the name "The
Medalist Funds"."

The undersigned Assistant Secretary of Signet Select Funds
certifies that the above stated amendment is a true and correct
Amendment to the Declaration of Trust, as adopted by the Trustees of the
Trust as of the 28th day of July, 1994.

WITNESS the due execution hereof this 28th day of July, 1994.

/s/ C. Grant Anderson
C. Grant Anderson
Assistant Secretary

Form N-1A Exhibit No. 1(viii)
Regulation S-K No. 3(a)(v)

December 15, 1993

Ms. Sheila Burke
The Commonwealth of Massachusetts
Office of the Secretary of State
Room 1712 - Trust Division
One Ashburton Place
Boston, Massachusetts 02108

Re: SIGNET SELECT FUNDS

Dear Ms. Burke:

I, S. Elliott Cohan, Assistant Secretary of Signet Select Funds, am
writing to inform you that on November 18, 1993, the Board of Trustees
voted to change the Resident Agent of said Trust, from 176 Federal
Street, Boston, Massachusetts 02110 to Donnelly, Conroy & Gelhaar, One
Post Office Square, Boston, Massachusetts 02109-2105. Please return a
date stamped copy of the change.

Very truly yours,

/s/ S. Elliott Cohan
Assistant Secretary

Form N-1A Exhibit No. 1(iv)
Reggulation S-K Exhibit No. 3(a)(vi)

THE MEDALIST FUNDS

Amendment No. 8
DECLARATION OF TRUST
dated June 20, 1990

THIS Declaration of Trust is amended as follows:

Strike the first paragraph of Section 5 of Article III from the
Declaration of Trust and substitute in its place the following:

"Section 5. Establishment and Designation of Series
or Class.

The Maryland Municipal Bond Fund
Investment Shares
Trust Shares
The Money Market Fund
Investment Shares
Trust Shares
The Tax-Free Money Market Fund
The Treasury Money Market Fund
Investment Shares
Trust Shares
The U.S. Government Securities Fund
Investment Shares
Trust Shares
The Stock Fund
Investment Shares
Trust Shares
The Strategic Stock Fund
The Virginia Municipal Bond Fund
Investment Shares
Trust Shares"

The undersigned Assistant Secretary of The Medalist Funds hereby
certifies that the above stated Amendment is a true and correct
Amendment to the Declaration of Trust, as adopted by the Board of
Trustees on the 16th day of November, 1994.

WITNESS the due execution hereof this 1st day of December, 1994.

/s/ C. Grant Anderson
C. Grant Anderson
Assistant Secretary

BR Only:Organizational Documents:Amendments:12/94Amend7-MEDALIST
Brigitte Lorin 12/19/94

Form N-1A Exhibit No. 5(i)
Regulation S-K Exhibit No. 10(i)

THE SBK SELECT SERIES

INVESTMENT ADVISORY CONTRACT

This Contract is made between Signet Trust Company, through its Signet
Asset Management division, a Virginia state bank having its principal place
of business in Richmond, Virginia (the "Adviser"), and The SBK Select Series,
a Massachusetts business trust having its principal place of business in
Pittsburgh, Pennsylvania (the "Trust").

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

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

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

1. The Trust hereby appoints Adviser as Investment Adviser for each of
the portfolios ("Funds") of the Trust, which may be offered in one or more
classes of shares ("Classes"), on whose behalf the Trust executes an exhibit
to this Contract, and Adviser, by its execution of each such exhibit,
accepts the appointments. Subject to the direction of the Trustees of the
Trust, Adviser shall provide investment research and supervision of the
investments of each of the Funds and conduct a continuous program of
investment evaluation and of appropriate sale or other disposition and
reinvestment of each Fund's assets.

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

3. The Trust shall pay or cause to be paid, on behalf of each Fund or
Class, all of the Fund's or Classes' expenses and the Fund's or Classes'
allocable share of Trust expenses.

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

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

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

7. Notwithstanding any provision in this Contract, it may be
terminated at any time with respect to any Fund, without the payment of any
penalty, by the Trustees of the Trust or by a vote of a majority of the
outstanding voting securities of that Fund, as defined in Section 2(a)(42) of
the Act on sixty (60) days' written notice to Adviser.

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

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

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

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

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

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

INCOME FUND

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

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

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

Witness the due execution hereof this 12th day of October, 1990.

Attest: SIGNET TRUST COMPANY

/s/ Andrew T. Moore, Jr By: /s/ James R. Eads

Secretary Vice President

Attest: THE SBK SELECT SERIES

/s/ Jeannette Fisher-Garber By: /s/ John W. McGonigle

Assistant Secretary
VicePresident
EXHIBIT B

MARYLAND MUNICIPAL BOND FUND

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

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

Witness the due execution hereof this 12th day of October, 1990.

Attest: SIGNET TRUST COMPANY

/s/ Andrew T. Moore, Jr. By: /s/ James R. Eads

Secretary Vice President

Attest: THE SBK SELECT SERIES

/s/ Jeannette Fisher-Garber By: /s/ John W. McGonigle

Assistant Secretary Vice
President
EXHIBIT C

MONEY MARKET FUND

For all services rendered by Adviser hereunder, the Trust shall pay to
Adviser and Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to .50 of 1% of
the average daily net assets of the Fund.

The fee shall be accrued daily at the rate of 1/365th of .50 of 1%
applied to the daily net assets of the Fund.

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

Witness the due execution hereof this 12th day of October, 1990.

Attest: SIGNET TRUST COMPANY

/s/ Andrew T. Moore, Jr. By: /s/ James R. Eads

Secretary Vice President

Attest: THE SBK SELECT SERIES

/s/ Jeannette Fisher-Garber By: /s/ John W. McGonigle

Assistant Secretary Vice
President

EXHIBIT D

TREASURY MONEY MARKET FUND

For all services rendered by Adviser hereunder, the Trust shall pay to
Adviser and Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to .50 of 1% of
the average daily net assets of the Fund.

The fee shall be accrued daily at the rate of 1/365th of .50 of 1%
applied to the daily net assets of the Fund.

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

Witness the due execution hereof this 12th day of October, 1990.

Attest: SIGNET TRUST COMPANY

/s/ Andrew T. Moore, Jr. By: /s/ James R. Eads

Secretary Vice President

Attest: THE SBK SELECT SERIES

/s/ Jeannette Fisher-Garber By: /s/ John W. McGonigle

Assistant Secretary Vice
President

EXHIBIT E

VALUE EQUITY FUND

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

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

Witness the due execution hereof this 12th day of October, 1990.

Attest: SIGNET TRUST COMPANY

/s/ Andrew T. Moore, Jr. By: /s/ James R. Eads

Secretary Vice President

Attest: THE SBK SELECT SERIES

/s/ Jeannette Fisher-Garber By: /s/ John W. McGonigle

Assistant Secretary Vice
President

EXHIBIT F

VIRGINIA MUNICIPAL BOND FUND

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

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

Witness the due execution hereof this 12th day of October, 1990.

Attest: SIGNET TRUST COMPANY

/s/ Andrew T. Moore, Jr. By: /s/ James R. Eads

Secretary Vice President

Attest: THE SBK SELECT SERIES

/s/ Jeannette Fisher-Garber By: /s/ John W. McGonigle

Assistant Secretary Vice President
EXHIBIT G

to Investment Advisory Contract

TAX-FREE MONEY MARKET FUND

For all services rendered by Adviser hereunder, the Trust shall pay to
Adviser and Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to .50of 1% of
the average daily net assets of the Fund.

The fee shall be accrued daily at the rate of 1/365th of .50of 1%
applied to the daily net assets of the Fund.

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

Witness the due execution hereof this 1st day of June, 1994.

Attest: SIGNET TRUST COMPANY

/s/ Pauline Tracey By: /s/ Leslie P. Hunter
Secretary President

Attest: SIGNET SELECT FUNDS

/s/ C. Grant Anderson By: /s/ J. C. Donahue
Assistant Secretary Vice President

[INVADVCO] PROTOTYPE-01-93

Form N-1A Exhibit No. 5(ii)
Regulation S-K Exhibit No. 10(ii)

EXHIBIT H
to the
Investment Advisory Contract

The Strategic Stock Fund

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

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

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

Witness the due execution hereof this December 1, 1994.

Attest: Signet Asset Management

By:
Secretary Executive Vice President

Attest: THE MEDALIST FUNDS

By:
Assistant Secretary Vice President

-1-

Form N-1A Exhibit No. 6(i)
Regulation S-K Exhibit No. 10(iii)

THE SBK SELECT SERIES

DISTRIBUTOR'S CONTRACT

AGREEMENT made this 12th day of October, 1990, by and between THE SBK
SELECT SERIES (the "Trust"), a Massachusetts business trust, and FEDERATED
SECURITIES CORP. ("FSC"), a Pennsylvania Corporation.

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

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

2. The sale of any Shares may be suspended without prior notice
whenever in the judgment of the Trust it is in its best interest to do so.

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

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

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

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

7. FSC shall not be liable to the Trust for anything done or omitted
by it, except acts or omissions involving willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties imposed by this
Agreement.

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

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

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

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

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

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

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

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

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

Exhibit A

THE SBK SELECT SERIES

Income Fund
Trust Shares

Maryland Municipal Bond Fund
Trust Shares

Money Market Fund
Trust Shares

Treasury Money Market Fund
Trust Shares

Value Equity Fund
Trust Shares

Virginia Municipal Bond Fund
Trust Shares

In consideration of the mutual covenants set forth in the Distributor's
Contract dated October 12, 1990 between The SBK Select Series and Federated
Securities Corp., The SBK Select Series executes and delivers this Exhibit on
behalf of the Funds with respect to the separate classes of shares thereof
first set forth in this Exhibit.

Witness the due execution hereof this 12th day of October, 1990.

ATTEST: THE SBK SELECT SERIES

/s/ Jeannette Fisher-Garber By:/s/ John W. McGonigle
Secretary President
(SEAL)

ATTEST: FEDERATED SECURITIES CORP.

/s/ S. Elliott Cohan By:/s/ Richard B. Fisher
Secretary President
(SEAL)
Exhibit B

THE SBK SELECT SERIES

Income Fund
Investment Shares

Maryland Municipal Bond Fund
Investment Shares

Value Equity Fund
Investment Shares

Virginia Municipal Bond Fund
Investment Shares

The following provisions are hereby incorporated and made part of the
Distributor's Contract dated the 12th day of October, 1990, between The SBK
Select Series and Federated Securities Corp. with respect to the Classes of
the Funds set forth above:

1. The Trust hereby appoints FSC to select a group of brokers
("Brokers") to sell shares of the above-listed series and Classes ("Shares"),
at the current offering price thereof as described and set forth in the
prospectuses of the Trust, and to render administrative support services to
the Trust and its shareholders. In addition, the Trust hereby appoints FSC
to select a group of Administrators ("Administrators") to render
administrative support services to the Trust and its shareholders.

2. Administrative support services may include, but are not limited
to, the following eleven functions: (1) account openings: the Broker or
Administrator communicates account openings via computer terminals located on
the Broker or Administrator's premises; 2) account closings: the Broker or
Administrator communicates account closings via computer terminals; 3) enter
purchase transactions: purchase transactions are entered through the Broker
or Administrator's own personal computer or through the use of a toll-free
telephone number; 4) enter redemption transactions: Broker or Administrator
enters redemption transactions in the same manner as purchases; 5) account
maintenance: Broker or Administrator provides or arranges to provide
accounting support for all transactions. Broker or Administrator also wires
funds and receives funds for Trust share purchases and redemptions, confirms
and reconciles all transactions, reviews the activity in the Trust's
accounts, and provides training and supervision of its personnel; 6) interest
posting: Broker or Administrator posts and reinvests dividends to the
Trust's accounts; 7) prospectus and shareholder reports: Broker or
Administrator maintains and distributes current copies of prospectuses and
shareholder reports; 8) advertisements: the Broker or Administrator
continuously advertises the availability of its services and products; 9)
customer lists: the Broker or Administrator continuously provides names of
potential customers; 10) design services: the Broker or Administrator
continuously designs material to send to customers and develops methods of
making such materials accessible to customers; and 11) consultation services:
the Broker or Administrator continuously provides information about the
product needs of customers.

3. FSC will enter into separate written agreements with various firms
to provide the services set forth in Paragraph 1 herein. During the term of
this Agreement, the Trust will reimburse FSC for payments made by FSC to
obtain services pursuant to this Agreement, a monthly fee computed at the
annual rate of up to .25% of the average aggregate net asset value of the
Investment Shares held during the month. For the month in which this
Agreement becomes effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of days that the
Agreement is in effect during the month. The fees paid hereunder shall be in
an amount equal to the aggregate amount of periodic fees paid by FSC to
Brokers and Administrators pursuant to Paragraph 4 herein.

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

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

6. In the event any amendment to this Agreement materially increases
the fees set forth in Paragraph 3, such amendment must be approved by a vote
of a majority of the outstanding voting securities of the appropriate Fund or
Class.

Witness the due execution hereof this 12th day of October, 1990.

ATTEST: THE SBK SELECT SERIES

/s/ Jeannette Fisher-Garber By:/s/ John W. McGonigle
Secretary President
(SEAL)

ATTEST: FEDERATED SECURITIES CORP.

/s/ S. Elliott Cohan By:/s/ Richard B. Fisher
Secretary President
(SEAL)
Exhibit C

THE SBK SELECT SERIES

Money Market Fund
Investment Shares

Treasury Money Market Fund
Investment Shares

3. FSC will enter into separate written agreements with various firms
to provide the services set forth in Paragraph 1 herein. During the term of
this Agreement, the Trust will reimburse FSC for payments made by FSC to
obtain services pursuant to this Agreement, a monthly fee computed at the
annual rate of up to .35% of the average aggregate net asset value of the
Investment Shares held during the month. For the month in which this
Agreement becomes effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of days that the
Agreement is in effect during the month. The fees paid hereunder shall be in
an amount equal to the aggregate amount of periodic fees paid by FSC to
Brokers and Administrators pursuant to Paragraph 4 herein.

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

Witness the due execution hereof this 12th day of October, 1990.

ATTEST: THE SBK SELECT SERIES

/s/ Jeannette Fisher-Garber By:/s/ John W. McGonigle
Secretary President
(SEAL)

ATTEST: FEDERATED SECURITIES CORP.

/s/ S. Elliott Cohan By:/s/ Richard B. Fisher
Secretary President
(SEAL)
Exhibit D
to Distributor's Contract

SIGNET SELECT FUNDS

Tax-Free Money Market Fund

The following provisions are hereby incorporated and made part of the
Distributor's Contract dated the 12th day of October, 1990, between Signet
Select Funds and Federated Securities Corp. with respect to the Classes of
the Funds set forth above:

3. FSC will enter into separate written agreements with various firms
to provide the services set forth in Paragraph 1 herein. During the term of
this Agreement, the Trust will reimburse FSC for payments made by FSC to
obtain services pursuant to this Agreement, a monthly fee computed at the
annual rate of up to .35% of the average aggregate net asset value of the
Investment Shares held during the month. For the month in which this
Agreement becomes effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of days that the
Agreement is in effect during the month. The fees paid hereunder shall be in
an amount equal to the aggregate amount of periodic fees paid by FSC to
Brokers and Administrators pursuant to Paragraph 4 herein.

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

In consideration of the mutual covenants set forth in the Distributor's
Contract dated October 12, 1990 between Signet Select Funds and Federated
Securities Corp., Signet Select Funds executes and delivers this Exhibit on
behalf of the Funds and Classes first set forth in this Exhibit.

Witness the due execution hereof this 1st day of June, 1994.

ATTEST: SIGNET SELECT FUNDS

/s/ John W. McGonigle By:/s/ E. C. Gonzales
Secretary President
(SEAL)

ATTEST: FEDERATED
SECURITIES CORP.

/s/ S. Elliott Cohan By:/s/ John A. Staley, IV
Secretary Executive Vice President
(SEAL)

-1-

Form N-1A Exhibit No. 6(ii)
Regulation S-K Exhibit No. 10(iv)

Exhibit E
to Distributor's Contract

THE MEDALIST FUNDS

The Strategic Stock Fund

The following provisions are hereby incorporated and made part of
the Distributor's Contract dated the 12th day of October, 1990, between
The Medalist Funds and Federated Securities Corp. with respect to the
Classes of the Funds set forth above:

1. The Trust hereby appoints FSC to select a group of brokers
("Brokers") to sell shares of the above-listed series and Classes
("Shares"), at the current offering price thereof as described and set
forth in the prospectuses of the Trust, and to render administrative
support services to the Trust and its shareholders. In addition, the
Trust hereby appoints FSC to select a group of Administrators
("Administrators") to render administrative support services to the
Trust and its shareholders.

2. Administrative support services may include, but are not
limited to, the following eleven functions: (1) account openings: the
Broker or Administrator communicates account openings via computer
terminals located on the Broker or Administrator's premises; 2) account
closings: the Broker or Administrator communicates account closings via
computer terminals; 3) enter purchase transactions: purchase
transactions are entered through the Broker or Administrator's own
personal computer or through the use of a toll-free telephone number; 4)
enter redemption transactions: Broker or Administrator enters
redemption transactions in the same manner as purchases; 5) account
maintenance: Broker or Administrator provides or arranges to provide
accounting support for all transactions. Broker or Administrator also
wires funds and receives funds for Trust share purchases and
redemptions, confirms and reconciles all transactions, reviews the
activity in the Trust's accounts, and provides training and supervision
of its personnel; 6) interest posting: Broker or Administrator posts
and reinvests dividends to the Trust's accounts; 7) prospectus and
shareholder reports: Broker or Administrator maintains and distributes
current copies of prospectuses and shareholder reports; 8)
advertisements: the Broker or Administrator continuously advertises the
availability of its services and products; 9) customer lists: the
Broker or Administrator continuously provides names of potential
customers; 10) design services: the Broker or Administrator
continuously designs material to send to customers and develops methods
of making such materials accessible to customers; and 11) consultation
services: the Broker or Administrator continuously provides information
about the product needs of customers.

3. FSC will enter into separate written agreements with various
firms to provide the services set forth in Paragraph 1 herein. During
the term of this Agreement, the Trust will reimburse FSC for payments
made by FSC to obtain services pursuant to this Agreement, a monthly fee
computed at the annual rate of up to .25% of the average aggregate net
asset value of the Investment Shares held during the month. For the
month in which this Agreement becomes effective or terminates, there
shall be an appropriate proration of any fee payable on the basis of the
number of days that the Agreement is in effect during the month. The
fees paid hereunder shall be in an amount equal to the aggregate amount
of periodic fees paid by FSC to Brokers and Administrators pursuant to
Paragraph 4 herein.

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

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

6. In the event any amendment to this Agreement materially
increases the fees set forth in Paragraph 3, such amendment must be
approved by a vote of a majority of the outstanding voting securities of
the appropriate Fund or Class.

In consideration of the mutual covenants set forth in the
Distributor's Contract dated October 12, 1990 between The Medalist Funds
and Federated Securities Corp., The Medalist Funds executes and delivers
this Exhibit on behalf of the Funds and Classes first set forth in this
Exhibit.

Witness the due execution hereof this 1st day of December, 1994.

ATTEST: SIGNET SELECT FUNDS

By:
Secretary President
(SEAL)

ATTEST:
FEDERATED SECURITIES CORP.

By:
Secretary Executive Vice President
(SEAL)

-1-

Form N-1A Exhibit No.15(i)
Regulation S-K Exhibit No. 1(i)

THE SBK SELECT SERIES
PLAN

This Plan ("Plan") is entered into between THE SBK SELECT SERIES (the
"Trust"), a Massachusetts business trust, on behalf of the portfolios (the
"Funds") of the Trust, and the classes of shares (the "Classes") set forth in
Exhibit A hereto, and FEDERATED SECURITIES CORP. ("FSC"), a Pennsylvania
corporation which acts as principal distributor of shares of the Trust.

1. The Securities and Exchange Commission adopted Rule 12b-1 under the
Investment Company Act of 1940 ("Act"), regulating the circumstances under
which an investment company may bear expenses associated with the
distribution of shares ("Shares"). Legal counsel to the Trustees of the
Trust who are not interested persons of the Trust and have no direct or
indirect financial interest in the operation of the Plan or in any related
documents to this Plan ("Disinterested Trustees") has advised that to make
payments as contemplated herein, would require the adoption of an appropriate
plan pursuant to Rule 12b-1 to avoid the risk that such payments might be
held to violate the Act.

2. This Plan is designed to: (a) stimulate broker/dealers ("Brokers")
to sell Shares and to provide administrative support services to the Funds or
Classes and their shareholders; (b) stimulate other persons and participating
financial institutions ("Administrators") to provide administrative support
services to the Funds or Classes and their shareholders; and (c) enable the
Funds or Classes to pay for the costs and expenses of preparing, printing and
distributing prospectuses and sales literature (including those sent to
shareholders, prospective shareholders, Brokers or Administrators) and the
costs of the expenses of the implementation and operation of the Plan. FSC
will pay Brokers and Administrators a fee in respect of Shares of the Funds
or Classes owned from time to time by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid shall
be determined from time to time by the Trust's Board of Trustees.

3. Any such payment made to Brokers will be made by FSC pursuant to the
"Distributor's Contract" which is a related document to the Plan. Payments
made to Administrators by FSC will be made pursuant to the terms of the
"Distributor's Contract" which is also a related document to the Plan.

4. FSC has the right (i) to select, in its sole discretion, the Brokers
and Administrators to participate in the Plan and (ii) to terminate without
cause and in its sole discretion any Dealer Agreement or Rule 12b-1
Agreement.

5. Quarterly in each year that this Plan remains in effect, FSC shall
prepare and furnish to the Board of Trustees of the Trust, and the Board of
Trustees shall review, a written report of the amounts expended under the
Plan and the purposes for which such expenditures were made.

6. This Plan shall become effective with respect to each Fund or Class
(i) after approval by majority votes of: (a) the Trust's Board of Trustees;
(b) the Disinterested Trustees of the Trust, cast in person at a meeting
called for the purpose of voting on the Plan; and (c) the outstanding voting
securities of the particular Fund or Class, as defined in Section 2(a)(42) of
the Act and (ii) upon execution of this Plan (or, in the case of a Fund or
Class that is added to the Trust following the date of such execution, the
date that the Fund or Class is added to Exhibit A hereto).

7. This Plan shall remain in effect with respect to each Fund or Class
for one year from the date of its execution pursuant to the provisions of
paragraph 6(ii) above and may be continued thereafter if this Plan is
approved with respect to each Fund or Class at least annually by a majority
of the Trust's Board of Trustees and a majority of the Disinterested
Trustees, cast in person at a meeting called for the purpose of voting on
such Plan.

8. All material amendments to this Plan must be approved by a vote of
the Board of Trustees of the Trust and of the Disinterested Trustees, cast in
person at a meeting called for the purpose of voting on it.

9. This Plan may not be amended in order to increase materially the
costs which the Funds or Classes may bear for distribution pursuant to the
Plan without being approved by a majority vote of the outstanding voting
securities of the Funds or Classes as defined in Section 2(a)(42) of the Act.

10. This Plan may be terminated with respect to a particular Fund or
Class at any time by: (a) a majority vote of the Disinterested Trustees; or
(b) a vote of a majority of the outstanding voting securities of the
particular Fund or Class as defined in Section 2(a)(42) of the Act; or (c) by
FSC or Adviser on 60 days' notice to the Trust.

11. While this Plan shall be in effect, the selection and nomination of
Disinterested Trustees of the Trust shall be committed to the discretion of
the Disinterested Trustees then in office.

12. All agreements with any person relating to the implementation of
this Plan shall be in writing and any agreement related to this Plan shall be
subject to termination, without penalty, pursuant to the provisions of
Paragraph 10 herein.

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

IN WITNESS WHEREOF, this Plan has been executed for FSC and the Trust
and their respective seals affixed by their duly authorized officers hereto
this 12th day of October, 1990.

THE SBK SELECT SERIES

By: /s/ John W. McGonigle
President

FEDERATED SECURITIES CORP.

By: /s/ Richard B. Fisher
President

EXHIBIT A

PORTFOLIOS OF THE SBK SELECT SERIES

THE SBK SELECT SERIES (the "Trust") consists of the following portfolios
(the "Funds") and classes of shares (the "Classes") effective as of the dates
set forth below:

Name Date

Income Fund October 12, 1990
Investment Shares

Maryland Municipal Bond Fund October 12, 1990
Investment Shares

Money Market Fund October 12, 1990
Investment Shares

Treasury Money Market Fund October 12, 1990
Investment Shares

Value Equity Fund October 12, 1990
Investment Shares

Virginia Municipal Bond Fund October 12, 1990
Investment Shares
AMENDMENT NO. 1
TO
EXHIBIT A
PLAN

PORTFOLIOS OF SIGNET SELECT FUNDS

SIGNET SELECT FUNDS (the "Trust") consists of the following portfolios
(the "Funds") and classes of shares (the "Classes") effective as of the dates
set forth below:

Name Date

Income Fund October 12, 1990
Investment Shares

Maryland Municipal Bond Fund October 12, 1990
Investment Shares

Money Market Fund October 12, 1990
Investment Shares

Treasury Money Market Fund October 12, 1990
Investment Shares

Value Equity Fund October 12, 1990
Investment Shares

Virginia Municipal Bond Fund October 12, 1990
Investment Shares

Tax-Free Money Market Fund June 1, 1994
Investment Shares

AMENDMENT NO. 2
TO
EXHIBIT A
PLAN

PORTFOLIOS OF THE MEDALIST FUNDS

THE MEDALIST FUNDS (the "Trust") consists of the following portfolios
(the "Funds") and classes of shares (the "Classes") effective as of the dates
set forth below:

Name Date

The Maryland Municipal Bond Fund October 12, 1990
Investment Shares

The Money Market Fund October 12, 1990
Investment Shares

The Stock Fund October 12, 1990
Investment Shares

The Treasury Money Market Fund October 12, 1990
Investment Shares

The U.S. Government Securities Fund October 12, 1990
Investment Shares

The Virginia Municipal Bond Fund October 12, 1990
Investment Shares

The Tax-Free Money Market Fund June 1, 1994
Investment Shares

The Strategic Stock Fund December 1, 1994

Form N-1A Exhibit No. 15(ii)
Regulation S-K Exhibit No. 1(ii)

RULE 12b-1 AGREEMENT

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

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

2. The services to be provided under Paragraph 1 may include, but are
not limited to, the following:

(a) communicating account openings through
computer terminals located on the Administrator's premises
("computer terminals"), through a toll-free telephone number or
otherwise;

(b) communicating account closings via the
computer terminals, through a toll-free telephone number or
otherwise;

(d) entering redemption transactions through
the computer terminals, through a toll-free telephone number or
otherwise;

(e) electronically transferring and receiving
funds for Fund Share purchases and redemptions, and confirming and
reconciling all such transactions;

(f) reviewing the activity in Fund accounts;

(g) providing training and supervision of its
personnel;

(h) maintaining and distributing current
copies of prospectuses and shareholder reports;

(i) advertising the availability of its
services and products;

(j) providing assistance and review in
designing materials to send to customers and potential customers
and developing methods of making such materials accessible to
customers and potential customers; and

(k) responding to customers' and potential
customers' questions about the Funds.

The services listed above are illustrative. The Administrator is not
required to perform each service and may at any time perform either more or
fewer services than described above.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

__________________________________
Administrator

_________________________________
Address

_________________________________
City State Zip Code

Dated:_______________________
By:______________________________
Authorized Signature

__________________________________
Title

__________________________________
Print Name of Authorized Signature

FEDERATED SECURITIES CORP.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779

By:_________________________________
Richard B. Fisher, President
FEE SCHEDULE FOR RULE 12b-1 AGREEMENT WITH
FEDERATED SECURITIES CORP.

October 10, 1990

FSC will pay the Administrator a periodic fee for the following Classes of
the Funds set forth below thereof computed at an annual rate of the average
net asset value of Shares held in each of these Funds during the period in
accounts for which the Administrator provides services under Rule 12b-1
Agreement, so long as the average net asset value of the Shares in a Class of
the Fund during the period is at least $100,000.

Funds Fee Rate Period

Income Fund
Investment Shares .25 of 1% Monthly

Maryland Municipal Bond Fund
Investment Shares .25 of 1% Monthly

Money Market Fund
Investment Shares .35 of 1% Monthly

Treasury Money Market Fund
Investment Shares .35 of 1% Monthly

Virginia Municipal Bond Fund
Investment Shares .25 of 1% Monthly

Value Equity Fund
Investment Shares .25 of 1% Monthly
AMENDMENT NO. 1
TO FEE SCHEDULE FOR RULE 12b-1 AGREEMENT WITH
FEDERATED SECURITIES CORP.

June 1, 1994

Funds Fee Rate Period

Income Fund
Investment Shares .25 of 1% Monthly

Maryland Municipal Bond Fund
Investment Shares .25 of 1% Monthly

Money Market Fund
Investment Shares .35 of 1% Monthly

Treasury Money Market Fund
Investment Shares .35 of 1% Monthly

Virginia Municipal Bond Fund
Investment Shares .25 of 1% Monthly

Value Equity Fund
Investment Shares .25 of 1% Monthly

Tax-Free Money Market Fund .35 of 1% Monthly

AMENDMENT NO. 2
TO FEE SCHEDULE FOR RULE 12b-1 AGREEMENT WITH
FEDERATED SECURITIES CORP.

December 1, 1994

Funds Fee Rate Period

The Maryland Municipal Bond Fund
Investment Shares .25 of 1% Monthly

The Money Market Fund
Investment Shares .35 of 1% Monthly

The Stock Fund
Investment Shares .25 of 1% Monthly

The Treasury Money Market Fund
Investment Shares .35 of 1% Monthly

The U.S. Government Securities Fund
Investment Shares .25 of 1% Monthly

The Virginia Municipal Bond Fund
Investment Shares .25 of 1% Monthly

The Tax-Free Money Market Fund .35 of 1% Monthly

The Strategic Stock Fund .25 of 1% Monthly

Exhibit 15(iii) under Form N-1A
Regulation S-K Exhibit No. 10(v)

Signet Select Funds

ADMINISTRATIVE SERVICES AGREEMENT

This Administrative Services Agreement is made as of this 1st day of
June, 1994, between Signet Select Funds, a Massachusetts business trust
(herein called the "Fund"), and Federated Administrative Services, a
Delaware business trust (herein called "FAS").

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

WHEREAS, the Fund desires to retain FAS as its Administrator to
provide it with administrative services, and FAS is willing to render such
services;

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

1. Appointment of Administrator. The Fund hereby appoints FAS as
Administrator of the Fund on the terms and conditions set forth in this
agreement; and FAS hereby accepts such appointment and agrees to perform
the services and duties set forth in Section 2 of this Agreement in
consideration of the compensation provided for in Section 4 hereof.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Maximum Administrative Average Daily Net Assets
Fee of the Portfolios

.15% on the first $250 million
.125% on the next $250 million
.100% on the next $250
million
.075% on assets in excess of
$750 million

However, in no event shall the administrative fee received during any
year of this contract be less than, or be paid at a rate less than would
aggregate, $50,000, per portfolio for portfolios developed prior to June
30, 1994 and $150,000 per portfolio and $30,000 for each additional class
for classes or portfolios developed after June 30, 1994.

5. Responsibility of Administrator.

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

(b) FAS shall be kept indemnified by the
Fund and be without liability for any action taken or thing
done by it in performing the Administrative Services in
accordance with the above standards. In order that the
indemnification provisions contained in this Section 5 shall
apply, however, it is understood that if in any case the Fund
may be asked to indemnify or save FAS harmless, the Fund shall
be fully and promptly advised of all pertinent facts
concerning the situation in question, and it is further
understood that FAS will use all reasonable care to identify
and notify the Fund promptly concerning any situation which
presents or appears likely to present the probability of such
a claim for indemnification against the Fund. The Fund shall
have the option to defend FAS against any claim which may be
the subject of this indemnification. In the event that the
Fund so elects, it will so notify FAS and thereupon the Fund
shall take over complete defense of the claim, and FAS shall
in such situation initiate no further legal or other expenses
for which it shall seek indemnification under this Section.
FAS shall in no case confess any claim or make any compromise
in any case in which the Fund will be asked to indemnify FAS
except with the Fund's written consent.

6. Duration and Termination.

(a) The initial term of this Agreement
shall commence on the date hereof, and extend until July 1,
1999 ("Initial Term").

(b) During any term of this Agreement,
each time the Fund adds a portfolio not existing on July 1,
1994 ("New Portfolio"), an additional term shall commence on
the first date upon which the New Portfolio has sufficient
average daily net assets such that FAS will begin to earn a
sum not less than its minimum ("annualized") administrative
fee in connection with the New Portfolio pursuant to the
second paragraph of Section 4 of this Agreement ("Additional
Term"). Such Additional Term shall extend to the later to
occur of (i) the third anniversary of the commencement of the
Additional Term, or (ii) the expiration of the Initial Term.

(c) During any term of this Agreement,
each time the Fund adds a class of shares to any portfolio, an
additional term ("Class Term") shall commence on the later to
occur of (i) the first date upon which the relevant portfolio
has sufficient average daily net assets such that FAS will
begin to earn a sum not less than its minimum ("annualized")
administrative fee pursuant to Section 4 of this Agreement, or
(ii) the effective date of the registration statement or post-
effective amendment registering the new class of shares. Such
Class Term shall extend to the later to occur of (i) the third
anniversary of the commencement of the Class Term, or (ii) the
expiration of the Initial Term.

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

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

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

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

10. Notices. Notices of any kind to be given hereunder shall
be in writing (including facsimile communication) and shall be duly given
if delivered to the Fund and to its investment adviser at the following
address: Signet Asset Management, 7 North Eighth Street, Richmond,
Virginia 23219, Attention: Les Hunter and if delivered to FAS
at Federated Investors Tower, Pittsburgh, PA 15222-3779, Attention:
President.

11. Miscellaneous. The captions in this Agreement are included
for convenience of reference only and in no way define or delimit any of
the provisions hereof or otherwise affect their construction or effect. If
any provision of this Agreement shall be held or made invalid by a court or
regulatory agency decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby. Subject to the provisions of
Section 5, hereof, this Agreement shall be binding upon and shall insure to
the benefit of the parties hereto and their respective successors and shall
be governed by Pennsylvania law; provided, however, that nothing herein
shall be construed in a manner inconsistent with the Investment Company Act
of 1940 or any rule or regulation promulgated by the Securities and
Exchange Commission thereunder.

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

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

Signet Select Funds

By: /s/ E. C. Gonzales
President

Attest: /s/ John W. McGonigle
Secretary

Federated Administrative Services

By:/s/ James J. Dolan
President

Attest: /s/ John W. McGonigle
Secretary

[adminservagre]signet-prototype-mass
-1-
Exhibit No. 15(iv) under Form N-1A
Regulation S-K Exhibit No. 10(vi)

Signet Select Funds

ADMINISTRATIVE SERVICES AGREEMENT

This Administrative Services Agreement is made as of this 12th day of
October, 1990, between Signet Select Funds, a Massachusetts business trust
(herein called the "Fund"), and Federated Administrative Services, a
Delaware business trust (herein called ("FAS").

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

WHEREAS, the Fund desires to retain FAS as its Administrator to
provide it with administrative services, and FAS is willing to render such
services;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Maximum Administrative Average Daily Net Assets
Fee of the Portfolios

.15% on the first $250 million
.125% on the next $250 million
.100% on the next $250 million
.075% on assets in excess of
$750 million

However, in no event shall the administrative fee received during any
year of this contract be less than, or be paid at a rate less than would
aggregate, $50,000, per portfolio.

5. Responsibility of Administrator.

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

(b) FAS shall be kept indemnified by the Fund and be without
liability for any action taken or thing done by it in
performing the Administrative Services in accordance with
the above standards. In order that the indemnification
provisions contained in this Section 5 shall apply, however,
it is understood that if in any case the Fund may be asked
to indemnify or save FAS harmless, the Fund shall be fully
and promptly advised of all pertinent facts concerning the
situation in questions, and it is further understood that
FAS will use all reasonable care to indentify and notify the
Fund promptly concerning any situation which presents or
appears likely to present the probability of such a claim
for indemnification against the Fund. The Fund shall have
the option to defend FAS against any claim which may be the
subject of this indemnification. In the event that the Fund
so elects it will so notify FAS and thereupon the Fund shall
take over complete defense of the claim, and FAS shall in
such situation initiate no further legal or other expenses
for which it shall seek indemnification under this Section.
FAS shall in no case confess any claim or make any
compromise in any case in which the Fund will be asked to
indemnify FAS except with the Fund's written consent.

6. Duration and Termination.

(a) The initial term of this Agreement shall commence on the
date hereof, and extend until October 12, 1995; provided,
however, that each time while this Agreement is in effect
(whether during an initial term or a renewal term), the Fund
adds a new class or portfolio, a new initial term, extending
to the later to occur of (i) the third anniversary of the
addition of the new class or portfolio, or (ii) October 12,
1995, shall thereupon commence.

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

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

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

10. Notices. Notices of any kind to be given to the Fund hereunder
by FAS shall be in writing and shall be duly given if delivered to the Fund
and to its investment adviser at the following address: Signet Asset
Management, 7 North Eight Street, Richmond, Virginia 23219, Attention:
_____. Notices of any kind to be given to FAS hereunder by the Fund shall
be in writing and shall be duly given if delivered to FAS at Federated
Investors Tower, Pittsburgh, PA 15222-3779, Attention: President.

10. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court or
regulatory agency decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby. Subject to the provisions of
Section 5, hereof, this Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and shall
be governed by Pennsylvania law; provided, however, that nothing herein
shall be construed in a manner inconsistent with the Investment Company Act
of 1940 or any rule or regulation promulgated by the Securities and
Exchange Commission thereunder.

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

Signet Select Funds

By
President

Attest:
Secretary

Federated Administrative Services

By
President

Attest:
Secretary