VIRTUS FUNDS
497, 1995-02-28
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                                              THE VIRTUS FUNDS
                                              (FORMERLY THE MEDALIST FUNDS)
    
                                              TRUST SHARES
                                              PROSPECTUS
                                              JANUARY 31, 1995
   
                                              (REVISED MARCH 1, 1995)
    

                                              - 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

   
THE VIRTUS FUNDS
    

   
(FORMERLY THE MEDALIST FUNDS)
    
TRUST SHARES
PROSPECTUS

   
The Virtus Funds (the "Trust"), an open-end, management investment company (a
mutual fund) is comprised of the seven separate investment portfolios set forth
below (collectively, the "Funds," individually, a "Fund"), each having a
distinct investment objective and policies. With the exception of The Tax-Free
Money Market Fund, which offers a single class of Shares, the Funds are offered
in two separate classes of shares known as Trust Shares and Investment Shares.
    

     - The U.S. Government Securities Fund (formerly U.S. Government Income
       Fund)

     - The Stock Fund (formerly Value Equity 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

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 THE SHARES OF THE U.S. GOVERNMENT SECURITIES FUND, THE STOCK FUND,
THE VIRGINIA MUNICIPAL BOND FUND, AND THE MARYLAND MUNICIPAL BOND FUND INVOLVES
INVESTMENT RISKS INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. THE TREASURY MONEY
MARKET FUND, THE MONEY MARKET FUND, AND THE TAX-FREE MONEY MARKET FUND ATTEMPT
TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE; THERE CAN BE NO
ASSURANCE THAT THESE FUNDS WILL BE ABLE TO DO SO.

This prospectus relates only to the Trust Shares of those Funds offering classes
and to shares of The Tax-Free Money Market Fund and contains the information you
should read and know before you invest in any of the Funds. Keep this prospectus
for future reference.

   
The Funds have also filed a Combined Statement of Additional Information for the
Trust Shares of the Funds offering classes and to shares of the Tax-Free Money
Market Fund, dated January 31, 1995 (revised March 1, 1995), with the Securities
and Exchange Commission. The information contained in the Combined Statement of
Additional Information is incorporated by reference into this prospectus. You
may request a copy of the Combined Statement of Additional Information free of
charge, obtain other information, or make inquiries about any of the Funds by
writing to the Trust or calling 1-800-723-9512.
    

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 January 31, 1995
(Revised March 1, 1995)

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

SYNOPSIS                                                                       1
- ------------------------------------------------------

  Special Considerations                                                       1

SUMMARY OF FUND EXPENSES--TRUST SHARES
  AND TAX-FREE MONEY MARKET SHARES                                             2
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS                                                           3
- ------------------------------------------------------

INVESTMENT OBJECTIVE AND POLICIES OF EACH FUND                                10
- ------------------------------------------------------

  The U.S. Government Securities Fund                                         10
    Acceptable Investments                                                    10
    CMOs                                                                      10
    ARMS                                                                      11
  The Stock Fund                                                              11
    Acceptable Investments                                                    11
    Common Stocks                                                             11
    Other Corporate Securities                                                11
    Commercial Paper                                                          11
    Bank Instruments                                                          11
    American Depositary Receipts ("ADRs")                                     11
    U.S. Government Securities                                                11
    Put and Call Options                                                      12
    Financial Futures and Options on Futures                                  12
      Risks                                                                   12
    Portfolio Turnover                                                        12
    Investment Considerations                                                 13
  The Virginia Municipal Bond Fund and
    The Maryland Municipal Bond Fund                                          13
    Acceptable Investments                                                    13
      Characteristics                                                         13
  The Treasury Money Market Fund                                              14
    Acceptable Investments                                                    14
  The Money Market Fund                                                       14
    Acceptable Investments                                                    14
      Bank Instruments                                                        14
      Short-Term Credit Facilities                                            14
      Asset-Backed Securities                                                 14
    Ratings                                                                   14
  The Tax-Free Money Market Fund                                              15
    Acceptable Investments                                                    15
      Participation Interests                                                 15
    Ratings                                                                   15
  Investment Limitations                                                      15

PORTFOLIO INVESTMENTS AND STRATEGIES                                          15
- ------------------------------------------------------

  Regulatory Compliance                                                       15
  Borrowing Money                                                             16
  Selling Short                                                               16
  Restricted and Illiquid Securities                                          16
  When-Issued and Delayed Delivery Transactions                               16
  Investing in Securities of Other
    Investment Companies                                                      16
  Diversification                                                             17
  Non-Diversification                                                         17
  Investing in New Issuers                                                    17
  Repurchase Agreements                                                       17
  Lending of Portfolio Securities                                             17
  Acquiring Securities                                                        18
  Investment Risks                                                            18
  Variable Rate Demand Notes                                                  18
  Credit Enhancement                                                          18
  Demand Features                                                             18
  Participation Interests                                                     19
  Variable Rate Municipal Securities                                          19
  Municipal Leases                                                            19
  Temporary Investments                                                       19
  Municipal Securities                                                        19
    Investment Risks                                                          20
  Futures Contracts and Options to Buy or
    Sell Such Contracts                                                       20

   
THE VIRTUS FUNDS INFORMATION                                                  20
    
- ------------------------------------------------------

  Management of the Trust                                                     20
    Board of Trustees                                                         20
    Investment Adviser                                                        21
      Advisory Fees                                                           21
      Adviser's Background                                                    21
   
  Distribution of Shares of the Funds                                         21
    
   
    Distribution Plan                                                         21
    
    Administrative Arrangements                                               22
    Glass-Steagall Act                                                        22
  Administration of the Funds                                                 22
    Administrative Services                                                   22
   
    Custodian                                                                 22
    
    Transfer Agent and Dividend Disbursing Agent                              23
    Independent Auditors                                                      23
  Expenses of the Funds and Trust Shares                                      23
    Brokerage Transactions                                                    23

NET ASSET VALUE                                                               23
- ------------------------------------------------------

INVESTING IN SHARES                                                           24
- ------------------------------------------------------

  Share Purchases                                                             24
    By Check                                                                  24
    By Wire                                                                   24
  Minimum Investment Required                                                 24
  What Shares Cost                                                            24
   
  Certificates and Confirmations                                              24
    
  Dividends                                                                   25
  Capital Gains                                                               25

REDEEMING SHARES                                                              25
- ------------------------------------------------------

    By Telephone                                                              25
    By Mail                                                                   26

SHAREHOLDER INFORMATION                                                       26
- ------------------------------------------------------

  Voting Rights                                                               26
  Massachusetts Partnership Law                                               27

EFFECT OF BANKING LAWS                                                        27
- ------------------------------------------------------

TAX INFORMATION                                                               28
- ------------------------------------------------------

  Federal Income Tax                                                          28
    Virginia Taxes                                                            28
    Maryland Taxes                                                            28
    Other State and Local Taxes                                               29

PERFORMANCE INFORMATION                                                       29
- ------------------------------------------------------

OTHER CLASSES OF SHARES                                                       30
- ------------------------------------------------------

ADDRESSES                                                                     31
- ------------------------------------------------------


SYNOPSIS
- --------------------------------------------------------------------------------

The Trust, an open-end, management investment company, 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. As of the
date of this prospectus, the Trustees have established a single class of shares
for The Tax-Free Money Market Fund, and two classes of shares, Trust Shares and
Investment Shares, for each of the other Funds in the Trust.

As of the date of this prospectus, the Trust is comprised of the following seven
portfolios:

     - The U.S. Government Securities Fund--seeks to provide current income by
       investing in a professionally managed, diversified portfolio limited
       primarily to U.S. government securities;

     - The Stock Fund--seeks to provide growth of capital and income by
       investing in common stocks of high quality companies;

     - The Virginia Municipal Bond Fund--seeks to provide current income which
       is exempt from federal regular income tax and the personal income tax
       imposed by the Commonwealth of Virginia by investing in a portfolio of
       Virginia municipal securities;

     - The Maryland Municipal Bond Fund--seeks to provide current income which
       is exempt from federal regular income tax and the personal income tax
       imposed by the State of Maryland by investing in a portfolio of Maryland
       municipal securities;

     - The Treasury Money Market Fund--seeks to provide current income
       consistent with stability of principal by investing in short-term U.S.
       Treasury obligations;

     - The Money Market Fund--seeks to provide current income consistent with
       stability of principal by investing in money market instruments; and

     - The Tax-Free Money Market Fund--seeks to provide current income exempt
       from federal income tax consistent with stability of principal, by
       investing in municipal securities.

This prospectus relates only to the Trust Shares ("Trust Shares") of those Funds
offering classes and to the single class of shares ("Tax-Free Money Market
Shares") of The Tax-Free Money Market Fund (Trust Shares and Tax-Free Money
Market Shares are sometimes collectively referred to as "Shares"). For
information on how to purchase Shares please refer to "Investing in Shares." A
minimum initial investment of $1,000 is required for shares of The Tax-Free
Money Market Fund, and a minimum investment of $10,000 is required for Trust
Shares of the other Funds in the Trust. Shares are sold and redeemed at net
asset value. Information on redeeming Shares may be found under "Redeeming
Shares." The Funds are advised by Signet Asset Management.

SPECIAL CONSIDERATIONS

Investors should be aware of the following general considerations: the market
value of fixed-income securities, which constitute a major part of the
investments of several Funds, may vary inversely in response to changes in
prevailing interest rates. One or more Funds may make certain investments and
employ certain investment techniques that involve other risks, including
entering into repurchase agreements, lending portfolio securities and entering
into futures contracts and related options as hedges. These risks and those
associated with investing in mortgage-backed securities, when-issued securities,
options, variable rate securities and equity securities are described under
"Investment Objective and Policies of Each Fund" and "Portfolio Investments and
Strategies."


SUMMARY OF FUND EXPENSES--TRUST SHARES AND
TAX-FREE MONEY MARKET SHARES
- --------------------------------------------------------------------------------

The following Fee Table and Example summarize the various costs and expenses
that a shareholder of Trust Shares and Tax-Free Money Market Shares will bear,
either directly or indirectly.

<TABLE>
<CAPTION>
                                                       THE               THE        THE        THE
                                                     TAX-FREE   THE    TREASURY  MARYLAND   VIRGINIA           THE U.S.
                                                      MONEY    MONEY    MONEY    MUNICIPAL  MUNICIPAL   THE   GOVERNMENT
                                                      MARKET   MARKET   MARKET     BOND       BOND     STOCK  SECURITIES
                                                       FUND     FUND     FUND      FUND       FUND     FUND      FUND
                                                     --------  ------  --------  ---------  ---------  -----  ----------
<S>                                                  <C>       <C>     <C>       <C>        <C>        <C>    <C>
Shareholder Transaction Expenses....................   None     None     None       None       None     None     None
</TABLE>

ANNUAL TRUST SHARES AND TAX-FREE MONEY MARKET SHARES OPERATING EXPENSES (AS A
PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
                                                                                                 TOTAL TRUST SHARES
                                                                   TRUST SHARES                     AND TAX-FREE
                                                                   AND TAX-FREE                     MONEY MARKET
                                                                   MONEY MARKET                   SHARES OPERATING
                                                          NET         SHARES                       EXPENSES NET OF
                                                       MANAGEMENT     12B-1          OTHER         ANY WAIVERS OR
                                                        FEES(1)      FEES(2)     EXPENSES(3)(4)   REIMBURSEMENTS(5)
                                                       ----------  ------------  --------------  -------------------
<S>                                                    <C>         <C>           <C>             <C>
The Money Market Fund.................................    0.25%        None           0.30%             0.55%
The Treasury Money Market Fund........................    0.32%        None           0.27%             0.59%
The Tax-Free Money Market Fund........................    0.04%       0.00%           0.32%             0.36%
The Maryland Municipal Bond Fund......................    0.24%        None           0.68%             0.92%
The Virginia Municipal Bond Fund......................    0.48%        None           0.42%             0.90%
The Stock Fund........................................    0.52%        None           0.43%             0.95%
The U.S. Government Securities Fund...................    0.43%        None           0.31%             0.74%
</TABLE>

(1) The management fee has been reduced to reflect the voluntary waiver by the
    investment adviser. The adviser can terminate this voluntary waiver at any
    time at its sole discretion. The maximum management fee for The Money Market
    Fund, The Treasury Money Market Fund, The Tax-Free Money Market Fund, The
    Maryland Municipal Bond Fund, The Virginia Municipal Bond Fund, The Stock
    Fund, and The U.S. Government Securities Fund is 0.50%, 0.50%, 0.50%, 0.75%,
    0.75%, 0.75% and 0.75%, respectively.

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

(3) Includes administration fees. See "Management of the Trust--Administration
    of the Funds."

(4) Total other expenses for the Tax-Free Money Market Fund would have been
    0.56% absent the voluntary reimbursement of other operating expenses by the
    Adviser. The Adviser can terminate this reimbursement at any time at its
    sole discretion.

(5) The total Trust Shares Operating Expenses for The Money Market Fund, The
    Treasury Money Market Fund, The Maryland Municipal Bond Fund, The Virginia
    Municipal Bond Fund, The Stock Fund and The U.S. Government Securities Fund
    would have been 0.80%, 0.77%, 1.43%, 1.17%, 1.18% and 1.06%, respectively,
    and the total Operating Expenses for The Tax-Free Money Market Fund would
    have been 1.06%, absent the waivers and reimbursements described above in
    notes 1, 2, and 4.

EXAMPLE:

You would pay the following expenses on a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the end of each time period. The Funds
charge no contingent deferred sales charges for Trust Shares or Tax-Free Money
Market Shares.

<TABLE>
<CAPTION>
                                                                            1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                                                            -------  --------  --------  ---------
<S>                                                                         <C>      <C>       <C>       <C>
The Money Market Fund......................................................   $ 6      $ 18      $ 31      $  69
The Treasury Money Market Fund.............................................   $ 6      $ 19      $ 33      $  74
The Tax-Free Money Market Fund.............................................   $ 4      $ 12      $ 20      $  46
The Maryland Municipal Bond Fund...........................................   $ 9      $ 29      $ 51      $ 113
The Virginia Municipal Bond Fund...........................................   $ 9      $ 29      $ 50      $ 111
The Stock Fund.............................................................   $10      $ 30      $ 53      $ 117
The U.S. Government Securities Fund........................................   $ 8      $ 24      $ 41      $  92
</TABLE>

   
The purpose of the foregoing Example is to assist an investor in understanding
the various costs and expenses that a shareholder of Trust Shares and Tax-Free
Money Market Shares will bear, either directly or indirectly. For a more
complete description of the various costs and expenses, see "The Virtus Funds
Information" and "Investing in Shares." Wire-transferred redemptions of less
than $5,000 may be subject to additional fees.
    

THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THIS EXAMPLE
IS BASED ON ESTIMATED DATA FOR THE FUNDS' FISCAL YEAR ENDING SEPTEMBER 30, 1995.

The information set forth in the foregoing table and Example relates only to
Trust Shares of those Funds offering separate classes, and Tax-Free Money Market
Shares. Investment Shares of those Funds offering separate classes are subject
to certain of the same expenses as Trust Shares with the addition of a maximum
contingent deferred sales charge of 2.00%, and a 12b-1 fee of up to 0.25 of 1%
of the Investment Shares' average daily net assets of The Maryland Municipal
Bond Fund, The Virginia Municipal Bond Fund, The Stock Fund and The U.S.
Government Securities Fund, and of up to 0.35 of 1% of the Investment Shares'
average daily net assets of The Money Market Fund, The Treasury Money Market
Fund, and The Tax-Free Money Market Fund. See "Other Classes of Shares."


THE U.S. GOVERNMENT SECURITIES FUND
(FORMERLY U.S. GOVERNMENT INCOME FUND)
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Deloitte & Touche LLP, the Fund's
independent auditors. Their report dated November 11, 1994, on the Fund's
Financial Statements is incorporated by reference to the Annual Report dated
September 30, 1994. This table should be read in conjunction with the Fund's
Financial Statements and Notes thereto, which may be obtained from the Fund.

<TABLE>
<CAPTION>
                                                                                            YEAR ENDED SEPTEMBER 30,
                                                                                 ----------------------------------------------
                                TRUST SHARES                                      1994          1993          1992       1991*
- ----------------------------------------------------------------------------     ------        ------        ------      ------
<S>                                                                              <C>           <C>           <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                             $10.90        $10.95        $10.54      $10.00
- ----------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------------
 Net investment income                                                             0.63          0.67          0.75        0.78
- ----------------------------------------------------------------------
 Net realized and unrealized gain (loss) on investments                           (0.94)         0.03          0.50        0.54
- ----------------------------------------------------------------------            -----         -----         -----       -----
 Total from investment operations                                                 (0.31)         0.70          1.25        1.32
- ----------------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------------
 Dividends to shareholders from net investment income                             (0.63)        (0.67)(d)     (0.75)      (0.78)
- ----------------------------------------------------------------------
 Distributions to shareholders from net realized gain on investment
 transactions                                                                      --           (0.08)        (0.09)       --
- ----------------------------------------------------------------------
 Distributions to shareholders in excess of net realized gain
 on investment transactions                                                       (0.13)(c)      --            --          --
- ----------------------------------------------------------------------            -----         -----         -----       -----
 Total distributions                                                              (0.76)        (0.75)        (0.84)      (0.78)
- ----------------------------------------------------------------------            -----         -----         -----       -----
NET ASSET VALUE, END OF PERIOD                                                   $ 9.83        $10.90        $10.95      $10.54
- ----------------------------------------------------------------------            -----         -----         -----       -----
TOTAL RETURN**                                                                    (3.12%)        6.94%        12.42%      14.00%
- ----------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------------
 Expenses                                                                          0.74%         0.63%         0.52%       0.64%(a)
- ----------------------------------------------------------------------
 Net investment income                                                             6.19%         6.17%         7.01%       8.03%(a)
- ----------------------------------------------------------------------
 Expense waiver/reimbursement (b)                                                  0.32%         0.43%         0.65%       0.93%(a)
- ----------------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------------
 Net assets, end of period (000 omitted)                                         $107,103      $112,334      $95,610     $27,565
- ----------------------------------------------------------------------
 Portfolio turnover rate                                                            227%          154%          201%        101%
- ----------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                            YEAR ENDED SEPTEMBER 30,
                                                                                 ----------------------------------------------
                             INVESTMENT SHARES                                    1994          1993          1992       1991*
- ----------------------------------------------------------------------------     ------        ------        ------      ------
<S>                                                                              <C>           <C>           <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                             $10.90        $10.95        $10.54      $10.00
- ----------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------------
 Net investment income                                                             0.61          0.66          0.75        0.78
- ----------------------------------------------------------------------
 Net realized and unrealized gain (loss) on investments                           (0.94)         0.03          0.50        0.54
- ----------------------------------------------------------------------            -----         -----         -----       -----
 Total from investment operations                                                 (0.33)         0.69          1.25        1.32
- ----------------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------------
 Dividends to shareholders from net investment income                             (0.61)        (0.66)(d)     (0.75)      (0.78)
- ----------------------------------------------------------------------
 Distributions to shareholders from net realized gain on investment
 transactions                                                                        --         (0.08)        (0.09)         --
- ----------------------------------------------------------------------
 Distributions to shareholders in excess of net realized gain
 on investment transactions                                                       (0.13)(c)        --            --          --
- ----------------------------------------------------------------------            -----         -----         -----       -----
 Total distributions                                                              (0.74)        (0.74)        (0.84)      (0.78)
- ----------------------------------------------------------------------            -----         -----         -----       -----
NET ASSET VALUE, END OF PERIOD                                                   $ 9.83        $10.90        $10.95      $10.54
- ----------------------------------------------------------------------            -----         -----         -----       -----
TOTAL RETURN**                                                                    (3.36%)        6.82%        12.42%      14.00%
- ----------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------------
 Expenses                                                                          0.99%         0.77%         0.52%       0.64%(a)
- ----------------------------------------------------------------------
 Net investment income                                                             5.94%         5.91%         7.01%       8.03%(a)
- ----------------------------------------------------------------------
 Expense waiver/reimbursement (b)                                                  0.32%         0.43%         0.65%       0.93%(a)
- ----------------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------------
 Net assets, end of period (000 omitted)                                         $112,439      $119,187      $40,274        $10
- ----------------------------------------------------------------------
 Portfolio turnover rate                                                            227%          154%          201%        101%
- ----------------------------------------------------------------------
</TABLE>

 * Reflects operations for the period from October 16, 1990 (date of initial
   public investment) to September 30, 1991.

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

(a) Computed on an annualized basis.

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

(c) Distributions are determined in accordance with income tax regulations which
    may differ from generally accepted accounting principles. These
    distributions do not represent a return of capital for federal income tax
    purposes.

(d) Amount includes distributions in excess of net investment income of $0.007
    per share.

Further information about the Fund's performance is contained in the Fund's
annual report dated September 30, 1994, which can be obtained free of charge.


THE STOCK FUND
(FORMERLY VALUE EQUITY FUND)
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Deloitte & Touche LLP, the Fund's
independent auditors. Their report dated November 11, 1994, on the Fund's
Financial Statements is incorporated by reference to the Annual Report dated
September 30, 1994. This table should be read in conjunction with the Fund's
Financial Statements and Notes thereto, which may be obtained from the Fund.

<TABLE>
<CAPTION>
                                                                                            YEAR ENDED SEPTEMBER 30,
                                                                                 ----------------------------------------------
                                TRUST SHARES                                      1994          1993          1992       1991*
- ----------------------------------------------------------------------------     ------        ------        ------      ------
<S>                                                                              <C>           <C>           <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                             $12.39        $12.02        $11.86      $10.00
- ----------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------------
 Net investment income                                                             0.20          0.28          0.26        0.32
- ----------------------------------------------------------------------
 Net realized and unrealized gain (loss) on investments                           (0.40)         0.51          0.46        1.85
- ----------------------------------------------------------------------            -----         -----         -----       -----
 Total from investment operations                                                 (0.20)         0.79          0.72        2.17
- ----------------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------------
 Dividends to shareholders from net investment income                             (0.19)        (0.26)        (0.25)      (0.31)
- ----------------------------------------------------------------------
 Distributions to shareholders from net realized gain on investment
 transactions                                                                     (0.20)        (0.16)        (0.31)       --
- ----------------------------------------------------------------------            -----         -----         -----       -----
 Total distributions                                                              (0.39)        (0.42)        (0.56)      (0.31)
- ----------------------------------------------------------------------            -----         -----         -----       -----
NET ASSET VALUE, END OF PERIOD                                                   $11.80        $12.39        $12.02      $11.86
- ----------------------------------------------------------------------            -----         -----         -----       -----
TOTAL RETURN**                                                                    (1.50%)        6.42%         6.31%      22.68%
- ----------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------------
 Expenses                                                                          0.95%         0.66%         0.95%       0.80%(a)
- ----------------------------------------------------------------------
 Net investment income                                                             1.68%         2.09%         2.25%       3.05%(a)
- ----------------------------------------------------------------------
 Expense waiver/reimbursement (b)                                                  0.23%         0.55%         0.34%       0.38%(a)
- ----------------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------------
 Net assets, end of period (000 omitted)                                         $70,374       $65,841       $49,581     $37,032
- ----------------------------------------------------------------------
 Portfolio turnover rate                                                            205%           67%           38%         84%
- ----------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                            YEAR ENDED SEPTEMBER 30,
                                                                                 ----------------------------------------------
                             INVESTMENT SHARES                                    1994          1993          1992       1991*
- ----------------------------------------------------------------------------     ------        ------        ------      ------
<S>                                                                              <C>           <C>           <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                             $12.39        $12.02        $11.86      $10.00
- ----------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------------
 Net investment income                                                             0.17          0.24          0.26        0.32
- ----------------------------------------------------------------------
 Net realized and unrealized gain (loss) on investments                           (0.39)         0.54          0.46        1.85
- ----------------------------------------------------------------------            -----         -----         -----       -----
 Total from investment operations                                                 (0.22)         0.78          0.72        2.17
- ----------------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------------
 Dividends to shareholders from net investment income                             (0.17)        (0.25)        (0.25)      (0.31)
- ----------------------------------------------------------------------
 Distributions to shareholders from net realized gain on investment
 transactions                                                                     (0.20)        (0.16)        (0.31)       --
- ----------------------------------------------------------------------            -----         -----         -----       -----
 Total distributions                                                              (0.37)        (0.41)        (0.56)      (0.31)
- ----------------------------------------------------------------------            -----         -----         -----       -----
NET ASSET VALUE, END OF PERIOD                                                   $11.80        $12.39        $12.02      $11.86
- ----------------------------------------------------------------------            -----         -----         -----       -----
TOTAL RETURN**                                                                    (1.72%)        6.31%         6.31%      22.68%
- ----------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------------
 Expenses                                                                          1.20%         0.87%         0.95%       0.80%(a)
- ----------------------------------------------------------------------
 Net investment income                                                             1.40%         1.81%         2.25%       3.05%(a)
- ----------------------------------------------------------------------
 Expense waiver/reimbursement (b)                                                  0.23%         0.55%         0.34%       0.38%(a)
- ----------------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------------
 Net assets, end of period (000 omitted)                                         $26,739       $18,691       $2,290        $488
- ----------------------------------------------------------------------
 Portfolio turnover rate                                                            205%           67%           38%         84%
- ----------------------------------------------------------------------
</TABLE>

 * Reflects operations for the period from October 16, 1990 (date of initial
   public investment) to September 30, 1991.

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

(a) Computed on an annualized basis.

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

Further information about the Fund's performance is contained in the Fund's
annual report dated September 30, 1994, which can be obtained free of charge.


THE VIRGINIA MUNICIPAL BOND FUND
(FORMERLY VIRGINIA MUNICIPAL BOND FUND)
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Deloitte & Touche LLP, the Fund's
independent auditors. Their report dated November 11, 1994, on the Fund's
Financial Statements is incorporated by reference to the Annual Report dated
September 30, 1994. This table should be read in conjunction with the Fund's
Financial Statements and Notes thereto, which may be obtained from the Fund.

<TABLE>
<CAPTION>
                                                                                              YEAR ENDED SEPTEMBER 30,
                                                                                   ----------------------------------------------
                                 TRUST SHARES                                       1994          1993          1992       1991*
- ------------------------------------------------------------------------------     ------        ------        ------      ------
<S>                                                                                <C>           <C>           <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                               $11.26        $10.46        $10.18      $10.00
- ------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------------------
 Net investment income                                                               0.48          0.53          0.54        0.57
- ------------------------------------------------------------------------
 Net realized and unrealized gain (loss) on investments                             (0.92)         0.89          0.29        0.18
- ------------------------------------------------------------------------            -----         -----         -----       -----
 Total from investment operations                                                   (0.44)         1.42          0.83        0.75
- ------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------------------
 Dividends to shareholders from net investment income                               (0.48)(e)     (0.53)        (0.54)      (0.57)
- ------------------------------------------------------------------------
 Distributions to shareholders from net realized gain on investment
 transactions                                                                       (0.06)        (0.09)        (0.01)       --
- ------------------------------------------------------------------------
 Distributions to shareholders in excess of net realized gain
 on investment transactions                                                         (0.02)(c)      --            --          --
- ------------------------------------------------------------------------            -----         -----         -----       -----
 Total distributions                                                                (0.56)        (0.62)        (0.55)      (0.57)
- ------------------------------------------------------------------------            -----         -----         -----       -----
NET ASSET VALUE, END OF PERIOD                                                     $10.26        $11.26        $10.46      $10.18
- ------------------------------------------------------------------------            -----         -----         -----       -----
TOTAL RETURN**                                                                      (4.01%)       13.62%         8.51%       7.64%
- ------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------------------
 Expenses                                                                           0.90%         0.75%         0.83%       0.47%(a)
- ------------------------------------------------------------------------
 Net investment income                                                              4.47%         4.85%         5.14%       6.08%(a)
- ------------------------------------------------------------------------
 Expense waiver/reimbursement (b)                                                   0.27%         0.50%         0.86%       1.70%(a)
- ------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------------------
 Net assets, end of period (000 omitted)                                           $34,165       $41,204       $20,852     $8,546
- ------------------------------------------------------------------------
 Portfolio turnover rate                                                               29%           17%           51%         27%
- ------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                              YEAR ENDED SEPTEMBER 30,
                                                                                   ----------------------------------------------
                              INVESTMENT SHARES                                     1994          1993          1992       1991*
- ------------------------------------------------------------------------------     ------        ------        ------      ------
<S>                                                                                <C>           <C>           <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                               $11.26        $10.46        $10.18      $10.00
- ------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------------------
 Net investment income                                                               0.45          0.51          0.54        0.57
- ------------------------------------------------------------------------
 Net realized and unrealized gain (loss) on investments                             (0.92)         0.89          0.29        0.18
- ------------------------------------------------------------------------            -----         -----         -----       -----
 Total from investment operations                                                   (0.47)         1.40          0.83        0.75
- ------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------------------
 Dividends to shareholders from net investment income                               (0.45)(d)     (0.51)        (0.54)      (0.57)
- ------------------------------------------------------------------------
 Distributions to shareholders from net realized gain on investment
 transactions                                                                       (0.06)        (0.09)        (0.01)       --
- ------------------------------------------------------------------------
 Distributions to shareholders in excess of net realized gain
 on investment transactions                                                         (0.02)(c)      --            --          --
- ------------------------------------------------------------------------            -----         -----         -----       -----
 Total distributions                                                                (0.53)        (0.60)        (0.55)      (0.57)
- ------------------------------------------------------------------------            -----         -----         -----       -----
NET ASSET VALUE, END OF PERIOD                                                     $10.26        $11.26        $10.46      $10.18
- ------------------------------------------------------------------------            -----         -----         -----       -----
TOTAL RETURN**                                                                      (4.25%)       13.49%         8.51%       7.64%
- ------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------------------
 Expenses                                                                           1.15%         0.90%         0.83%       0.47%(a)
- ------------------------------------------------------------------------
 Net investment income                                                              4.22%         4.68%         5.14%       6.08%(a)
- ------------------------------------------------------------------------
 Expense waiver/reimbursement (b)                                                   0.27%         0.50%         0.86%       1.70%(a)
- ------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------------------
 Net assets, end of period (000 omitted)                                           $74,706       $63,492       $20,883     $6,031
- ------------------------------------------------------------------------
 Portfolio turnover rate                                                               29%           17%           51%         27%
- ------------------------------------------------------------------------
</TABLE>

 * Reflects operations for the period from October 16, 1990 (date of initial
   public investment), to September 30, 1991.

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

(a) Computed on an annualized basis.

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

(c) Distributions are determined in accordance with income tax regulations which
    may differ from generally accepted accounting principles. These
    distributions do not represent a return of capital for federal income tax
    purposes.

(d) Amount includes distributions to shareholders in excess of net investment
    income of $0.0001 per share.

(e) Amount includes distributions to shareholders in excess of net investment
    income of $0.0002 per share.

Further information about the Fund's performance is contained in the Fund's
annual report dated September 30, 1994, which can be obtained free of charge.



THE MARYLAND MUNICIPAL BOND FUND
(FORMERLY MARYLAND MUNICIPAL BOND FUND)
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Deloitte & Touche LLP, the Fund's
independent auditors. Their report dated November 11, 1994, on the Fund's
Financial Statements is incorporated by reference to the Annual Report dated
September 30, 1994. This table should be read in conjunction with the Fund's
Financial Statements and Notes thereto, which may be obtained from the Fund.

<TABLE>
<CAPTION>
                                                                                            YEAR ENDED SEPTEMBER 30,
                                                                                 ----------------------------------------------
                                TRUST SHARES                                      1994          1993          1992       1991*
- ----------------------------------------------------------------------------     ------        ------        ------      ------
<S>                                                                              <C>           <C>           <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                             $11.24        $10.39        $10.10      $10.00
- ----------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------------
 Net investment income                                                             0.48          0.50          0.54        0.53
- ----------------------------------------------------------------------
 Net realized and unrealized gain (loss) on investments                           (0.97)         0.85          0.29        0.10
- ----------------------------------------------------------------------            -----         -----         -----       -----
 Total from investment operations                                                 (0.49)         1.35          0.83        0.63
- ----------------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------------
 Dividends to shareholders from net investment income                             (0.48)        (0.50)        (0.54)      (0.53)
- ----------------------------------------------------------------------
 Distributions to shareholders from net realized gain on investment
 transactions                                                                     (0.10)         --            --          --
- ----------------------------------------------------------------------            -----         -----         -----       -----
 Total distributions                                                              (0.58)        (0.50)        (0.54)      (0.53)
- ----------------------------------------------------------------------            -----         -----         -----       -----
NET ASSET VALUE, END OF PERIOD                                                   $10.17        $11.24        $10.39      $10.10
- ----------------------------------------------------------------------            -----         -----         -----       -----
TOTAL RETURN**                                                                    (4.50%)       13.37%         8.31%       6.64%
- ----------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------------
 Expenses                                                                          0.92%         0.86%         0.59%       0.60%(a)
- ----------------------------------------------------------------------
 Net investment income                                                             4.46%         4.64%         5.11%       5.66%(a)
- ----------------------------------------------------------------------
 Expense waiver/reimbursement (b)                                                  0.51%         0.77%         1.91%       1.05%(a)
- ----------------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------------
 Net assets, end of period (000 omitted)                                         $11,301       $12,014       $6,004        $556
- ----------------------------------------------------------------------
 Portfolio turnover rate                                                             27%           23%           34%         35%
- ----------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                            YEAR ENDED SEPTEMBER 30,
                                                                                 ----------------------------------------------
                             INVESTMENT SHARES                                    1994          1993          1992       1991*
- ----------------------------------------------------------------------------     ------        ------        ------      ------
<S>                                                                              <C>           <C>           <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                             $11.24        $10.39        $10.10      $10.00
- ----------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------------
 Net investment income                                                             0.45          0.49          0.54        0.53
- ----------------------------------------------------------------------
 Net realized and unrealized gain (loss) on investments                           (0.97)         0.85          0.29        0.10
- ----------------------------------------------------------------------            -----         -----         -----       -----
 Total from investment operations                                                 (0.52)         1.34          0.83        0.63
- ----------------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------------
 Dividends to shareholders from net investment income                             (0.45)        (0.49)        (0.54)      (0.53)
- ----------------------------------------------------------------------
 Distributions to shareholders from net realized gain on investment
 transactions                                                                     (0.10)         --            --          --
- ----------------------------------------------------------------------            -----         -----         -----       -----
 Total distributions                                                              (0.55)        (0.49)        (0.54)      (0.53)
- ----------------------------------------------------------------------            -----         -----         -----       -----
NET ASSET VALUE, END OF PERIOD                                                   $10.17        $11.24        $10.39      $10.10
- ----------------------------------------------------------------------            -----         -----         -----       -----
TOTAL RETURN**                                                                    (4.74%)       13.24%         8.31%       6.64%
- ----------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------------
 Expenses                                                                          1.17%         1.00%         0.59%       0.60%(a)
- ----------------------------------------------------------------------
 Net investment income                                                             4.22%         4.50%         5.11%       5.66%(a)
- ----------------------------------------------------------------------
 Expense waiver/reimbursement (b)                                                  0.51%         0.77%         1.91%       1.05%(a)
- ----------------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------------
 Net assets, end of period (000 omitted)                                         $34,580       $33,907       $4,053      $2,940
- ----------------------------------------------------------------------
 Portfolio turnover rate                                                             27%           23%           34%         35%
- ----------------------------------------------------------------------
</TABLE>

 * Reflects operations for the period from October 16, 1990 (date of initial
   public investment) to September 30, 1991.

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

(a) Computed on an annualized basis.

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

Further information about the Fund's performance is contained in the Fund's
annual report dated September 30, 1994, which can be obtained free of charge.


THE TREASURY MONEY MARKET FUND
(FORMERLY TREASURY MONEY MARKET FUND)
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Deloitte & Touche LLP, the Fund's
independent auditors. Their report dated November 11, 1994, on the Fund's
Financial Statements is incorporated by reference to the Annual Report dated
September 30, 1994. This table should be read in conjunction with the Fund's
Financial Statements and Notes thereto, which may be obtained from the Fund.

<TABLE>
<CAPTION>
                                                                      YEAR ENDED SEPTEMBER 30,
                                                              -----------------------------------------
                       TRUST SHARES                           1994        1993        1992        1991*
- ----------------------------------------------------------    -----       -----       -----       -----
<S>                                                           <C>         <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $1.00       $1.00       $1.00       $1.00
- ----------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------
  Net investment income                                        0.03        0.03        0.04        0.06
- ----------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------
  Dividends to shareholders from net investment income        (0.03)      (0.03)      (0.04)      (0.06)
- ----------------------------------------------------------    -----       -----       -----       -----
NET ASSET VALUE, END OF PERIOD                                $1.00       $1.00       $1.00       $1.00
- ----------------------------------------------------------    -----       -----       -----       -----
TOTAL RETURN**                                                 3.16%       2.64%       3.61%       5.90%
- ----------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------
  Expenses                                                     0.59%       0.58%       0.70%       0.51%(a)
- ----------------------------------------------------------
  Net investment income                                        3.30%       2.60%       3.49%       5.65%(a)
- ----------------------------------------------------------
  Expense waiver/reimbursement (b)                             0.18%       0.20%       0.11%       0.27%(a)
- ----------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------
  Net assets, end of period (000 omitted)                     $304,285    $152,921    $163,451    $129,959
- ----------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                      YEAR ENDED SEPTEMBER 30,
                                                              -----------------------------------------
                    INVESTMENT SHARES                         1994        1993        1992        1991*
- ----------------------------------------------------------    -----       -----       -----       -----
<S>                                                           <C>         <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $1.00       $1.00       $1.00       $1.00
- ----------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------
  Net investment income                                        0.03        0.02        0.04        0.06
- ----------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------
  Dividends to shareholders from net investment income        (0.03)      (0.02)      (0.04)      (0.06)
- ----------------------------------------------------------    -----       -----       -----       -----
NET ASSET VALUE, END OF PERIOD                                $1.00       $1.00       $1.00       $1.00
- ----------------------------------------------------------    -----       -----       -----       -----
TOTAL RETURN**                                                 2.90%       2.52%       3.61%       5.90%
- ----------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------
  Expenses                                                     0.84%       0.70%       0.70%       0.51%(a)
- ----------------------------------------------------------
  Net investment income                                        2.86%       2.47%       3.49%       5.65%(a)
- ----------------------------------------------------------
  Expense waiver/reimbursement (b)                             0.18%       0.20%       0.11%       0.27%(a)
- ----------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------
  Net assets, end of period (000 omitted)                     $21,883     $20,382     $12,960      $548
- ----------------------------------------------------------
</TABLE>

 * Reflects operations for the period from October 16, 1990 (date of initial
   public investment) to September 30, 1991.

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

(a) Computed on an annualized basis.

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


THE MONEY MARKET FUND
(FORMERLY MONEY MARKET FUND)
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Deloitte & Touche LLP, the Fund's
independent auditors. Their report dated November 11, 1994, on the Fund's
Financial Statements is incorporated by reference to the Annual Report dated
September 30, 1994. This table should be read in conjunction with the Fund's
Financial Statements and Notes thereto, which may be obtained from the Fund.

<TABLE>
<CAPTION>
                                                                      YEAR ENDED SEPTEMBER 30,
                                                              -----------------------------------------
                       TRUST SHARES                           1994        1993        1992        1991*
- ----------------------------------------------------------    -----       -----       -----       -----
<S>                                                           <C>         <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $1.00       $1.00       $1.00       $1.00
- ----------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------
  Net investment income                                        0.03        0.03        0.04        0.06
- ----------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------
  Dividends to shareholders from net investment income        (0.03)      (0.03)      (0.04)      (0.06)
- ----------------------------------------------------------    -----       -----       -----       -----
NET ASSET VALUE, END OF PERIOD                                $1.00       $1.00       $1.00       $1.00
- ----------------------------------------------------------    -----       -----       -----       -----
TOTAL RETURN**                                                 3.35%       2.89%       3.79%       5.92%
- ----------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------
  Expenses                                                     0.55%       0.50%       0.64%       0.51%(a)
- ----------------------------------------------------------
  Net investment income                                        3.25%       2.83%       3.64%       5.99%(a)
- ----------------------------------------------------------
  Expense waiver/reimbursement (b)                             0.25%       0.30%       0.29%       0.36%(a)
- ----------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------
  Net assets, end of period (000 omitted)                     $132,445    $134,397    $136,616    $57,432
- ----------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                      YEAR ENDED SEPTEMBER 30,
                                                              -----------------------------------------
                    INVESTMENT SHARES                         1994        1993        1992        1991*
- ----------------------------------------------------------    -----       -----       -----       -----
<S>                                                           <C>         <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $1.00       $1.00       $1.00       $1.00
- ----------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------
  Net investment income                                        0.03        0.03        0.04        0.06
- ----------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------
  Dividends to shareholders from net investment income        (0.03)      (0.03)      (0.04)      (0.06)
- ----------------------------------------------------------    -----       -----       -----       -----
NET ASSET VALUE, END OF PERIOD                                $1.00       $1.00       $1.00       $1.00
- ----------------------------------------------------------    -----       -----       -----       -----
TOTAL RETURN**                                                 3.10%       2.77%       3.79%       5.92%
- ----------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------
  Expenses                                                     0.80%       0.64%       0.64%       0.51%(a)
- ----------------------------------------------------------
  Net investment income                                        3.07%       2.68%       3.64%       5.99%(a)
- ----------------------------------------------------------
  Expense waiver/reimbursement (b)                             0.25%       0.30%       0.29%       0.36%(a)
- ----------------------------------------------------------
SUPPLEMENT DATA
- ----------------------------------------------------------
  Net assets, end of period (000 omitted)                     $15,236     $9,905      $5,803         $1
- ----------------------------------------------------------
</TABLE>

 * Reflects operations for the period from October 16, 1990 (date of initial
   public investment) to September 30, 1991.

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

(a) Computed on an annualized basis.

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


THE TAX-FREE MONEY MARKET FUND
(FORMERLY TAX-FREE MONEY MARKET FUND)
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Deloitte & Touche LLP, the Fund's
independent auditors. Their report dated November 11, 1994, on the Fund's
Financial Statements is incorporated by reference to the Annual Report dated
September 30, 1994. This table should be read in conjunction with the Fund's
Financial Statements and Notes thereto, which may be obtained from the Fund.

<TABLE>
<CAPTION>
                                                                           PERIOD ENDED
                                                                          SEPTEMBER 30,
                                                                              1994*
                                                                          --------------
<S>                                                                       <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                          $ 1.00
- ----------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------------
  Net investment income                                                         0.01
- ----------------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------------
  Dividends to shareholders from net investment income                         (0.01)
- ----------------------------------------------------------------------     ---------
NET ASSET VALUE, END OF PERIOD                                                $ 1.00
- ----------------------------------------------------------------------     ---------
TOTAL RETURN**                                                                  0.45%
- ----------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------------
  Expenses                                                                      0.36%(a)
- ----------------------------------------------------------------------
  Net investment income                                                         2.65%(a)
- ----------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                              0.70%(a)
- ----------------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                    $21,967
- ----------------------------------------------------------------------
</TABLE>

 * Reflects operations for the period from July 27, 1994 (date of initial public
   investment) to September 30, 1994.

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

(a) Computed on an annualized basis.

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


INVESTMENT OBJECTIVE AND POLICIES OF EACH FUND
- --------------------------------------------------------------------------------

The investment objective and policies of each Fund appear below. The investment
objective of a Fund cannot be changed without the approval of holders of a
majority of that Fund's shares. While there is no assurance that a Fund will
achieve its investment objective, it endeavors to do so by following the
investment policies described in this prospectus.

Unless indicated otherwise, the investment policies of a Fund may be changed by
the Trustees without approval of shareholders. Shareholders will be notified
before any material change in these policies becomes effective.

Additional information about investment limitations, strategies that one or more
Funds may employ, and certain investment policies mentioned below, appear in the
"Portfolio Investments and Strategies" section of this Prospectus and in the
Combined Statement of Additional Information.

THE U.S. GOVERNMENT SECURITIES FUND

The investment objective of The U.S. Government Securities Fund is to provide
current income.

ACCEPTABLE INVESTMENTS.  The Fund pursues its investment objective by investing
primarily in securities which are primary or direct obligations of the U.S.
government or its instrumentalities or which are guaranteed by the U.S.
government, its agencies, or instrumentalities. The Fund may also invest in
certain collateralized mortgage obligations ("CMOs") and adjustable rate
mortgage securities ("ARMS"), both of which represent or are supported by direct
or indirect obligations of the U.S. government or its instrumentalities. The
Fund will invest, under normal circumstances, at least 65% of the value of its
total assets in U.S. government securities (including such CMOs and ARMS).

The U.S. government securities in which the Fund invests include:

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

     - notes, bonds, and discount notes of U.S. government agencies or
       instrumentalities, such as the: Farm Credit System, including the
       National Bank for Cooperatives, Farm Credit Banks, and Banks for
       Cooperatives; Farmers Home Administration; Federal Home Loan Banks;
       Federal Home Loan Mortgage Corporation; Federal National Mortgage
       Association; Government National Mortgage Association; and Student Loan
       Marketing Association.

The obligations of U.S. government agencies or instrumentalities which the Fund
may buy are backed, in a variety of ways, by the U.S. government or its agencies
or instrumentalities. Some of these obligations such as Government National
Mortgage Association mortgage-backed securities and obligations of the Farmers
Home Administration, are backed by the full faith and credit of the U.S.
Treasury. Obligations of the Farmers' Home Administration are also backed by the
issuer's right to borrow from the U.S. Treasury. Obligations of Federal Home
Loan Banks and the Farmers' Home Administration are backed by the discretionary
authority of the U.S. government to purchase certain obligations of agencies or
instrumentalities. Obligations of Federal Home Loan Banks, Farmers' Home
Administration, Federal Farm Credit Banks, Federal National Mortgage
Association, and Federal Home Loan Mortgage Corporation are backed by the credit
of the agency or instrumentality issuing the obligations.

CMOS.  The Fund may also invest in CMOs which are rated AAA or better by a
nationally recognized rating agency and which are issued by private entities
such as investment banking firms and companies related to the construction
industry. The CMOs in which the Fund may invest may be: (i) privately issued
securities which are collateralized by pools of mortgages in which each mortgage
is guaranteed as to payment of principal and interest by an agency or
instrumentality of the U.S. government; (ii) privately issued securities which
are collateralized by pools of mortgages in which payment of principal and
interest are guaranteed by the issuer and such guarantee is collateralized by
U.S. government securities; and (iii) other privately issued securities in which
the proceeds of the issuance are invested in mortgage-backed securities and
payment of the principal and interest are supported by the credit of an agency
or instrumentality of the U.S. government. The mortgage-related securities
provide for a periodic payment consisting of both interest and principal. The
interest portion of these payments will be distributed by the Fund as income,
and the capital portion will be reinvested.


ARMS.  ARMS are pass-through mortgage securities with adjustable rather than
fixed interest rates. The ARMS in which the Fund invests are issued by
Government National Mortgage Association ("GNMA"), Federal National Mortgage
Association ("FNMA"), and Federal Home Loan Mortgage Corporation ("FHLMC") and
are actively traded. The underlying mortgages which collateralize ARMS issued by
GNMA are fully guaranteed by the Federal Housing Administration ("FHA") or
Veterans Administration ("VA"), while those collateralizing ARMS issued by FHLMC
or FNMA are typically conventional residential mortgages conforming to strict
underwriting size and maturity constraints.

Unlike conventional bonds, ARMS pay back principal over the life of the ARMS
rather than at maturity. Thus, a holder of the ARMS, such as the Fund, would
receive monthly scheduled payments of principal and interest, and may receive
unscheduled principal payments representing payments on the underlying
mortgages. At the time that a holder of the ARMS reinvests the payments and any
unscheduled prepayments of principal that it receives, the holder may receive a
rate of interest which is actually lower than the rate of interest paid on the
existing ARMS. As a consequence, ARMS may be a less effective means of "locking
in" long-term interest rates than other types of U.S. government securities.

THE STOCK FUND

The investment objective of The Stock Fund is to provide growth of capital and
income.

ACCEPTABLE INVESTMENTS.  The Fund pursues its investment objective by investing
in common stocks of large, medium and small capitalization companies which are
either listed on the New York or American Stock Exchanges or trade in the
over-the-counter markets. The Fund's investment approach is based upon the
conviction that, over the long term, the economy will continue to expand and
develop and that this economic growth will be reflected in the growth of the
revenues and earnings of publicly held corporations. The securities in which the
Fund invests include, but are not limited to, the following securities.

COMMON STOCKS.  The Fund invests primarily in common stocks of companies
selected by the Fund's investment adviser on the basis of investment research
techniques, including assessment of earnings and dividend growth prospects of
the companies. Factors such as product position, market share, potential
earnings growth, or asset values will be considered by the investment adviser.
At least 65% of the Fund's portfolio will be invested in common stocks, unless
it is in a defensive position.

OTHER CORPORATE SECURITIES.  The Fund may invest in preferred stocks, corporate
bonds, notes, warrants, rights, and convertible securities of these companies.
The Fund will only invest in convertible securities rated BBB or higher by
Standard & Poor's Ratings Group ("S&P") or Baa or higher by Moody's Investors
Service, Inc. ("Moody's"). Bonds rated BBB by S&P or Baa by Moody's have
speculative characteristics. Changes in economic conditions or other
circumstances are more likely to lead to weakened capacity to make principal and
interest payments than higher rated bonds.

COMMERCIAL PAPER.  The Fund may invest in commercial paper rated A-1 by S&P, or
Prime-1 by 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"). 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 Fund's 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 Fund's rate of portfolio turnover may exceed that of
certain other mutual funds with the same investment objective. A higher rate of
portfolio turnover involves correspondingly greater transaction expenses which
must be borne directly by the Fund and, thus,


indirectly by its shareholders. In addition, a high rate of portfolio turnover
may result in the realization of larger amounts of capital gains which, when
distributed to the Fund's shareholders, are taxable to them. (Further
information is contained in the Fund's Statement of Additional Information
within the sections "Brokerage Transactions" and "Tax Status"). Nevertheless,
transactions for the Fund's portfolio will be based only upon investment
considerations and will not be limited by any other considerations when the
Fund's investment adviser deems it appropriate to make changes in the Fund's
portfolio.

INVESTMENT CONSIDERATIONS.  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.

THE VIRGINIA MUNICIPAL BOND FUND AND THE MARYLAND MUNICIPAL BOND FUND

The investment objective of The Virginia Municipal Bond Fund and The Maryland
Municipal Bond Fund is to provide current income which is exempt from federal
regular income tax and the personal income tax imposed by the Commonwealth of
Virginia and the State of Maryland, respectively. (Federal regular income tax
does not include the federal individual alternative minimum tax or the federal
alternative minimum tax for corporations.)

ACCEPTABLE INVESTMENTS.  Each Fund pursues its investment objective by investing
in a professionally managed portfolio of securities at least 65% of which is
comprised of Virginia municipal bonds or Maryland municipal bonds, as the case
may be. Each Fund will invest its assets so that, under normal circumstances, at
least 80% of its annual interest income is exempt from federal regular and
Virginia or Maryland state income taxes, respectively, or that at least 80% of
its net assets are invested in obligations, the interest income from which is
exempt from federal regular and Virginia or Maryland state income taxes,
respectively.

The municipal securities in which each Fund invests are debt obligations,
including industrial development bonds, issued on behalf of the Commonwealth of
Virginia or the State of Maryland, as the case may be, or the political
subdivisions or agencies of each respective state. In addition, each Fund may
invest in debt obligations issued by or on behalf of any state, territory or
possession of the United States, including the District of Columbia, or any
political subdivision or agency or any of these and participation interests in
any of the above obligations, the interest from which is, in the opinion of bond
counsel for the issuers or in the opinion of officers of the relevant Fund
and/or the investment adviser to the relevant Fund, exempt from federal regular
income tax and the personal income tax imposed by the Commonwealth of Virginia
or the State of Maryland, as the case may be.

     CHARACTERISTICS. The debt securities in which each Fund invests will only
     be rated investment grade or of comparable quality at the time of purchase.
     The municipal securities which each Fund buys have essentially the same
     characteristics assigned by Moody's and S&P to investment grade bonds.
     Investment grade bonds are rated Baa, A, Aa, Aaa by Moody's or BBB, A, AA,
     AAA by S&P. Bonds rated "Baa" by Moody's or "BBB" by S&P have speculative
     characteristics. Changes in economic conditions or other circumstances are
     more likely to lead to weakened capacity to make principal and interest
     payments than higher rated bonds. In certain cases, the Funds' adviser may
     choose bonds which are unrated, if it judges the bonds to have the same
     characteristics as investment grade bonds. If a security's rating is
     reduced below the required minimum after a Fund has purchased it, that Fund
     is not required to sell the security, but may consider doing so. A
     description of the ratings categories is contained in the Appendix to the
     Combined Statement of Additional Information.


THE TREASURY MONEY MARKET FUND

The investment objective of The Treasury Money Market Fund is to provide current
income consistent with stability of principal.

ACCEPTABLE INVESTMENTS. The Fund pursues its investment objective by investing
only in a portfolio of short-term U.S. Treasury obligations which are issued by
the U.S. government and are fully guaranteed as to principal and interest by the
United States. They mature in 397 days or less from the date of acquisition
unless they are purchased under a repurchase agreement that provides for
repurchase by the seller within one year from the date of acquisition. The
average maturity of these securities computed on a dollar-weighted basis, will
be 90 days or less.

THE MONEY MARKET FUND

The investment objective of The Money Market Fund is to provide current income
consistent with stability of principal.

ACCEPTABLE INVESTMENTS. The Fund pursues its investment objective by investing
primarily in a diversified portfolio of money market instruments maturing in 397
days or less. The average maturity of these securities, computed on a
dollar-weighted basis, will be 90 days or less. The Fund invests in high quality
money market instruments that are either rated in the highest short-term rating
category by one or more nationally recognized statistical rating organizations
("NRSROs") or of comparable quality to securities having such ratings. Examples
of these instruments include, but are not limited to:

     - domestic issues of corporate debt obligations, including variable rate
       demand notes;

     - commercial paper (including Canadian Commercial Paper and Europaper);

     - certificates of deposit, demand and time deposits, bankers' acceptances
       and other instruments of domestic and foreign banks and other deposit
       institutions ("Bank Instruments");

     - short-term credit facilities, such as demand notes;

     - asset-backed securities;

     - obligations issued or guaranteed as to payment of principal and interest
       by the U.S. government or one of its agencies or instrumentalities
       ("Government Securities"); and

     - other money market instruments.

The Fund invests only in instruments denominated and payable in U.S. dollars.

     BANK INSTRUMENTS. The Fund only invests in Bank Instruments either issued
     by an institution having capital, surplus and undivided profits over $100
     million or insured by BIF or SAIF. Bank Instruments may include ECDs,
     Yankee CDs and ETDs. The Fund will treat securities credit enhanced with a
     bank's letter of credit as Bank Instruments.

     SHORT-TERM CREDIT FACILITIES. Demand notes are short-term borrowing
     arrangements between a corporation and an institutional lender (such as the
     Fund) payable upon demand by either party. The notice period for demand
     typically ranges from one to seven days, and the party may demand full or
     partial payment. The Fund may also enter into, or acquire participations
     in, short-term revolving credit facilities with corporate borrowers. Demand
     notes and other short-term credit arrangements usually provide for floating
     or variable rates of interest.

     ASSET-BACKED SECURITIES. Asset-backed securities are securities issued by
     special purpose entities whose primary assets consist of a pool of loans or
     accounts receivable. The securities may take the form of beneficial
     interest in a special purpose trust, limited partnership interests or
     commercial paper or other debt securities issued by a special purpose
     corporation. Although the securities often have some form of credit or
     liquidity enhancement, payments on the securities depend predominately upon
     collections of the loans and receivables held by the issuer.

RATINGS. An NRSRO's highest rating category is determined without regard for
sub-categories and gradations. For example, securities rated, A-1 or A-1+ by
S&P, Prime-1 by Moody's or F-1 (+ or --) by Fitch are all considered rated in
the highest short-term rating category. The Fund will follow applicable
regulations in determining whether a security rated by more than one NRSRO can
be treated as being in the highest short-term rating category; currently, such
securities must be rated by two NRSROs in their highest rating category. See
"Regulatory Compliance."


THE TAX-FREE MONEY MARKET FUND

The investment objective of The Tax-Free Money Market Fund is current income
exempt from federal income tax consistent with stability of principal and
liquidity.

ACCEPTABLE INVESTMENTS. The Fund pursues its investment objective by investing
in a portfolio of municipal securities (as defined below) maturing in 13 months
or less. As a matter of investment policy, which cannot be changed without
shareholder approval, at least 80% of the Fund's annual interest income will be
exempt from federal income tax (including alternative minimum tax). The average
maturity of the securities in the Fund's portfolio, computed on a
dollar-weighted basis, will be 90 days or less.

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

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

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

     - municipal commercial paper and other short-term notes;

     - variable rate demand notes;

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

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

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

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

RATINGS. The municipal securities in which the Fund invests must be rated in one
of the two highest short-term rating categories by one or more NRSRO or be of
comparable quality to securities having such ratings. The Fund will follow
applicable regulations in determining whether a security rated by more than one
NRSRO can be treated as being in one of the two highest short-term rating
categories; currently, such securities must be rated by two NRSROs in one of
their two highest rating categories. See "Regulatory Compliance."

INVESTMENT LIMITATIONS

The Funds' investment limitations are discussed below under "Borrowing Money",
"Selling Short", "Restricted and Illiquid Securities", "Diversification",
"Investing in New Issuers", and "Acquiring Securities."

PORTFOLIO INVESTMENTS AND STRATEGIES
- --------------------------------------------------------------------------------

REGULATORY COMPLIANCE

The Treasury Money Market Fund, The Money Market Fund, and The Tax-Free Money
Market Fund may follow non-fundamental operational policies that are more
restrictive than their fundamental investment limitations, as set forth in this
prospectus and their Combined Statement of Additional Information, in order to
comply with applicable laws and regulations, including the provisions of and
regulations under the Investment Company Act of 1940, as amended. In particular,
the Funds will comply with the various requirements of Rule 2a-7, which
regulates money market mutual funds. The


Treasury Money Market Fund, The Money Market Fund, and The Tax-Free Money Market
Fund will also determine the effective maturity of their respective investments,
as well as their ability to consider a security as having received the requisite
short-term ratings by NRSROs, according to Rule 2a-7. The Funds may change these
operational policies to reflect changes in the laws and regulations without the
approval of their shareholders.

BORROWING MONEY

Except for The Tax-Free Money Market Fund the Funds will not borrow money
directly or through reverse repurchase agreements (arrangements in which a 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, a 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. The Tax-Free Money Market Fund may borrow up to one-third of
the value of its total assets, including the amount borrowed. The Tax-Free Money
Market Fund will not purchase any securities while borrowings in excess of 5% of
the value of its total assets are outstanding. These policies cannot be changed
without the approval of holders of a majority of a Fund's Shares.

SELLING SHORT

With respect to The U.S. Government Securities Fund and The Stock Fund, the
Funds 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 a Fund's Shares.

RESTRICTED AND ILLIQUID SECURITIES

The Funds may invest in restricted securities. Restricted securities are any
securities in which a Fund may invest pursuant to its investment objective and
policies but which are subject to restriction on resale under federal securities
law. The Funds will not invest more than 10% of the value of their 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). In the case of The U.S. Government
Securities Fund, The Stock Fund and The Money Market Fund 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 a Fund's Shares.

The U.S. Government Securities Fund, The Stock Fund, The Virginia Municipal Bond
Fund and The Maryland Municipal Bond Fund will not invest more than 15% of their
net assets in illiquid securities. The Treasury Money Market Fund, The Money
Market Fund, and The Tax-Free Money Market Fund will not invest more than 10% of
their net assets in illiquid securities.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

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

Each Fund may dispose of a commitment prior to settlement if the adviser deems
it appropriate to do so. In addition, a Fund may enter in 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. A Fund may realize short-term profits or losses upon the sale of such
commitments.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

The Funds, except for The Tax-Free Money Market 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 Funds 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, and therefore, any investment by a Fund in shares of another
investment company would be subject to certain duplicate expenses, particularly
transfer agent and custodian fees. 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, The U.S. Government Securities
Fund, The Stock Fund and The Money Market 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 a Fund's Shares.

NON-DIVERSIFICATION

The Virginia Municipal Bond Fund, The Maryland Municipal Bond Fund, The Treasury
Money Market Fund, and The Tax-Free Money Market Fund are non-diversified
investment companies, as defined by the Investment Company Act of 1940, as
amended. As such, there is no limit on the percentage of assets which can be
invested in any single issuer. An investment in the Funds, therefore, will
entail greater risk than would exist in a diversified investment company because
the higher percentage of investments among fewer issuers may result in greater
fluctuation in the total market value of each Fund's portfolio. Any economic,
political or regulatory developments affecting the value of the securities in
each Fund's portfolio will have a greater impact on the total value of the
portfolio than would be the case if the portfolio were diversified among more
issuers.

To meet federal tax requirements for qualifications as a "regulated investment
company" the Funds will limit their investments so at the close of each quarter
of each fiscal year: (a) with regard to at least 50% of their respective total
assets no more than 5% of their respective total assets are invested in the
securities of a single issuer, and (b) no more than 25% of their respective
total assets are invested in the securities of a single issuer.

INVESTING IN NEW ISSUERS

The U.S. Government Securities Fund, The Stock Fund, The Money Market Fund, and
The Tax-Free Money Market Fund will not invest more than 5% of their total
assets in securities of issuers that have records of less than three years of
continuous operations including the operation of any predecessor. The Virginia
Municipal Bond Fund and The Maryland Municipal Bond Fund will not invest more
than 5% of their total assets in industrial development bonds, the principal and
interest of which are paid by companies (or guarantors, where applicable) which
have an operating history of less than three years.

REPURCHASE AGREEMENTS

The securities in which the Funds invest 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 a 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 a Fund, that 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 U.S. Government Securities Fund, The
Stock Fund, The Treasury Money Market Fund and The Money Market Fund, may lend
portfolio securities on a short-term or a long-term basis up to one-third of the
value of their respective total assets to broker/dealers, banks, or other
institutional borrowers of securities. A 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.


ACQUIRING SECURITIES

The U.S. Government Securities Fund and The Stock 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 Stock Fund and The Money Market Fund's 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 a Fund.

VARIABLE RATE DEMAND NOTES

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

CREDIT ENHANCEMENT

Certain of The Money Market Fund's and The Tax-Free Money Market Fund's
acceptable investments may have been credit enhanced by a guaranty, letter of
credit or insurance. A Fund typically evaluates the credit quality and ratings
of credit enhanced securities based upon the financial condition and ratings of
the party providing the credit enhancement (the "credit enhancer"), rather than
the issuer. Generally, a Fund will not treat credit enhanced securities as
having been issued by the credit enhancer for diversification purposes. However,
under certain circumstances applicable regulations may require a Fund to treat
the securities as having been issued by both the issuer and credit enhancer. The
bankruptcy, receivership or default of the credit enhancer will adversely affect
the quality and marketability of the underlying security.

DEMAND FEATURES

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


PARTICIPATION INTERESTS

The Virginia Municipal Bond Fund, The Maryland Municipal Bond Fund, and The
Tax-Free Money Market Fund may purchase participation interests from financial
institutions such as commercial banks, savings and loan associations and
insurance companies. These participation interests give the Funds an undivided
interest in municipal securities. The financial institutions from which the
Funds purchase participation interests frequently provide or secure irrevocable
letters of credit or guarantees to assure that the participation interests are
of good quality. The Board of Trustees will determine that participation
interests meet the prescribed quality standards for the Funds.

VARIABLE RATE MUNICIPAL SECURITIES

Some of the municipal securities which The Virginia Municipal Bond Fund and The
Maryland Municipal Bond Fund purchase may have variable interest rates. Variable
interest rates are ordinarily stated as a percentage of the prime rate of a bank
or some similar standard, such as the 91-day U.S. Treasury bill rate. Many
variable rate municipal securities are subject to repayment of principal on
demand by the Funds (usually in not more than seven days). While some variable
rate municipal securities without this demand feature may not be considered
liquid by the Fund's adviser, the Fund's investment limitations provide that it
will invest no more than 15% of its total assets in illiquid securities. All
variable rate municipal securities will meet the quality standards for the
Funds. The investment adviser has been instructed by the Board of Trustees to
monitor the pricing, quality and liquidity of the variable rate municipal
securities, including participation interests, held by the Funds on the basis of
published financial information and reports of the rating agencies and other
analytical services.

MUNICIPAL LEASES

The Virginia Municipal Bond Fund, The Maryland Municipal Bond Fund, and The
Tax-Free Money Market Fund may purchase municipal securities in the form of
municipal leases which are obligations issued by state and local governments or
authorities to finance the acquisition of equipment and facilities. Municipal
leases may take the form of a lease, an installment purchase contract, a
conditional sales contract, or a participation certificate in any of the above.
Lease obligations may be subject to periodic appropriation. If the entity does
not appropriate funds for future lease payments, the entity cannot be compelled
to make such payments. In the event of failure of appropriation, unless the
participation interests are credit enhanced, it is unlikely that the
participants would be able to obtain an acceptable substitute.

TEMPORARY INVESTMENTS

From time to time, during periods of other than normal market conditions, The
Virginia Municipal Bond Fund, The Maryland Municipal Bond Fund, and The Tax-Free
Money Market Fund may invest in short-term tax-exempt or taxable temporary
investments. These temporary investments include: notes issued by or on behalf
of municipal or corporate issuers; tax-free commercial paper; other temporary
municipal securities; obligations issued or guaranteed by the U.S. government,
its agencies or instrumentalities; other debt securities; commercial paper;
certificates of deposit of banks; and repurchase agreements (arrangements in
which an organization selling a Fund a security agrees at the time of sale to
repurchase it at a mutually agreed upon time and price).

Except for The Tax-Free Money Market Fund, there are no rating requirements
applicable to temporary investments. However, the investment adviser will limit
temporary investments to those it considers to be of good quality. Temporary
investments held by The Tax-Free Money Market Fund must be rated in one of the
two highest short-term rating categories by one or more NRSRO.

Although each Fund is permitted to make taxable, temporary investments, there is
no current intention of generating income subject to federal regular income tax
or Virginia or Maryland personal income tax.

MUNICIPAL SECURITIES

The Virginia Municipal Bond Fund, The Maryland Municipal Bond Fund, and The
Tax-Free Money Market Fund invest principally in municipal securities. Municipal
securities are generally issued to finance public works, such as airports,
bridges, highways, housing, hospitals, mass transportation projects, schools,
streets, and water and sewer works. They are also issued to repay outstanding


obligations, to raise funds for general operating expenses and to make loans to
other public institutions and facilities.

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

The two principal classifications of municipal securities are "general
obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its full faith and credit and taxing power for the payment of
principal and interest. Interest on and principal of revenue bonds, however, are
payable only from the revenue generated by the facility financed by the bond or
other specified sources of revenue. Revenue bonds do not represent a pledge of
credit or create any debt of or charge against the general revenues of a
municipality or public authority. Industrial development bonds are typically
classified as revenue bonds.

INVESTMENT RISKS. Yields on municipal securities depend on a variety of factors,
including: the general conditions of the municipal bond market; the size of the
particular offering; the maturity of the obligations; and the rating of the
issue. Further, with respect to The Virginia Municipal Bond Fund and The
Maryland Municipal Bond Fund, any adverse economic conditions or developments
affecting the Commonwealth of Virginia, the state of Maryland, or their
municipalities could impact a Fund's portfolio. The ability of The Virginia
Municipal Bond Fund, The Maryland Municipal Bond Fund, and The Tax-Free Money
Market Fund to achieve their investment objectives also depends on the
continuing ability of the issuers of municipal securities and participation
interests, or the guarantors of either, to meet their obligations for the
payment of interest and principal when due. With respect to The Virginia
Municipal Bond Fund and The Maryland Municipal Bond Fund, investing in Virginia
and Maryland municipal securities which meet a Fund's quality standards may not
be possible if the Commonwealth of Virginia, the state of Maryland, or their
municipalities do not maintain their current credit ratings. In addition,
certain Virginia or Maryland constitutional amendments, legislative measures,
executive orders, administrative regulations and voter initiatives could result
in adverse consequences affecting Virginia and Maryland municipal securities. In
addition, from time to time, the supply of municipal securities acceptable for
purchase by The Virginia Municipal Bond Fund, The Maryland Municipal Bond Fund,
and The Tax-Free Money Market Fund, could become limited.

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

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

FUTURES CONTRACTS AND OPTIONS TO BUY OR SELL SUCH CONTRACTS

The Virginia Municipal Bond Fund and The Maryland Municipal Bond Fund reserve
the right to enter into interest rate futures contracts as a hedge without
shareholder action. Before the Funds begin using this investment technique,
shareholders will be notified.

   
THE VIRTUS 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 Trust are made by Virtus
Capital Management, Inc., the Trust's investment adviser (the "Adviser"),
subject to direction by the Trustees. The Adviser continually conducts
investment research and supervision for each Fund and is responsible for the
purchase or sale of portfolio instruments, for which it receives an annual fee
from the assets of each Fund.
    

     ADVISORY FEES.  The Adviser receives an annual investment advisory fee at
     annual rates equal to percentages of the relevant Fund's average net assets
     as follows: The Treasury Money Market Fund, The Money Market Fund, and The
     Tax-Free Money Market Fund--.50%; and The U.S. Government Securities Fund,
     The Stock Fund, The Virginia Municipal Bond Fund and The Maryland Municipal
     Bond Fund--.75%. The fee paid by The U.S. Government Securities Fund, The
     Stock Fund, The Virginia Municipal Bond Fund and The Maryland Municipal
     Bond 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 with respect to
     a Fund at its sole discretion. The Adviser has also undertaken to reimburse
     the Funds for operating expenses in excess of limitations established by
     certain states.

   
     ADVISER'S BACKGROUND.  Virtus Capital Management, Inc., a Maryland
     corporation formed in 1995, is 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. Virtus Capital Management, Inc. on March 1, 1995 succeeded to the
     business of the Trust's former investment adviser, Signet Asset Management
     (a division of Signet Trust Company), by virtue of a corporate
     reorganization within the Signet holding company system. Signet Asset
     Management had managed The Virtus Funds since their inception in 1990.
     Since those persons at Signet Asset Management who were responsible for
     managing the Funds' assets have similar responsibilities to the Funds as
     employees of Virtus Capital Management, Inc., the reorganization will have
     no effect on the operations of the Fund. As successor to the business of
     Signet Asset Management, Virtus Capital Management, Inc., which is a
     registered investment adviser, will manage, in addition to the Funds, three
     equity common trust funds with $39 million in assets and three fixed income
     common trust funds with $221 million in assets. As part of their regular
     banking operations, Signet Bank may make loans to public companies. Thus,
     it may be possible, from time to time, for the Funds to hold or acquire the
     securities of issuers which are also lending clients of Signet Bank. The
     lending relationship will not be a factor in the selection of securities.
    

   
     E. Christian Goetz has managed The U.S. Government Securities Fund since
     August, 1991, and The Maryland Municipal Bond Fund and The Virginia
     Municipal Bond Fund since November 1994. Mr. Goetz is a Chartered Financial
     Analyst, and is currently Vice President of Signet Trust Company and
     Director of Fixed Income Investments for Virtus Capital Management, Inc.,
     where he has been a fixed income portfolio manager since 1990. Prior to
     joining Signet, Mr. Goetz had been a foreign and domestic bond portfolio
     manager with Central Fidelity Bank, Richmond, Virginia, since 1988.
    

   
     Garry M. Allen has managed The Stock Fund since July 1994. 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 Virtus
     Capital Management, Inc. Prior to joining Signet, Mr. Allen had been
     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 SHARES OF THE FUNDS

Federated Securities Corp. is the principal distributor for Shares of the Funds.
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 Tax-Free Money Market 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 Tax-Free Money Market Fund;
assisting clients in changing dividend options, account designations, and
addresses; and providing such other services as The Tax-Free Money Market Fund
reasonably requests for its shares.

The distributor will pay financial institutions a fee based upon shares subject
to the Plan and owned by their clients or customers. The schedules of such fees
and the basis upon which such fees will be paid will be determined from time to
time by the Trustees, provided that for any period the total amount of these
fees shall not exceed an annual rate of .35 of 1% of the average net asset value
of Tax-Free Money Market Shares subject to the Plan held during the period by
clients or customers of financial institutions. Any fees paid by the distributor
under the Plan will be reimbursed from the assets of The Tax-Free Money Market
Fund. The Plan will not be activated unless and until a second class of shares
of The Tax-Free Money Market Fund, which will not have a Rule 12b-1 Plan, is
created.

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

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

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

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

ADMINISTRATION OF THE FUNDS

ADMINISTRATIVE SERVICES.  Federated Administrative Services, a subsidiary of
Federated Investors, provides the Funds with certain administrative personnel
and services necessary to operate each Fund and the separate classes. 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 $50,000
per Fund; however, this requirement was waived by the administrator for the year
ended September 30, 1994. 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 Funds. Under the Custodian Agreement, Signet Trust
Company holds the Funds' 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 Funds and
dividend disbursing agent for the Funds.

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

EXPENSES OF THE FUNDS AND TRUST SHARES

Each Fund pays all of its own expenses and its allocable share of the Trust's
expenses.

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

Each Fund's expenses for which holders of Shares may pay their allocable portion
include, but are not limited to: registering each Fund and Shares of the Fund;
investment advisory services; taxes and commissions; custodian fees; insurance
premiums; auditors' fees; and such nonrecurring and extraordinary items as may
arise.

At present, no expenses are allocated to Trust Shares as a class. However, the
Board of Trustees reserves the right to allocate certain other expenses to the
shareholders of a particular class as they deem appropriate ("Class Expenses").
In any case, Class Expenses would be limited to: transfer agent fees as
identified by the transfer agent as attributable to holders of Shares; printing
and postage expenses related to preparing and distributing materials such as
shareholder reports, prospectuses and proxies to current shareholders;
registration fees paid to the Securities and Exchange Commission and
registration fees paid to states; expenses related to administrative personnel
and services as required to support holders of Shares of each Fund; legal fees
relating solely to Shares; and Trustees' fees incurred as a result of issues
relating solely to Shares.

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

With respect to The Treasury Money Market Fund, The Money Market Fund, and The
Tax-Free Money Market Fund, each Fund attempts to stabilize the net asset value
of its Shares at $1.00 by valuing its portfolio securities using the amortized
cost method. The net asset value for Shares is determined by adding the interest
of the Shares in the value of all securities and other assets of the Fund,
subtracting the interest of the Shares in the liabilities of the Fund and those
attributable to Shares and dividing the remainder by the total number of Shares
outstanding. Of course, these Funds cannot guarantee that their net asset value
will always remain at $1.00 per Share.

With respect to The U.S. Government Securities Fund, The Stock Fund, The
Virginia Municipal Bond Fund and The Maryland Municipal Bond Fund, net asset
value per Share fluctuates and is determined by adding the interest of the
Shares in the market value of all securities and other assets of the Fund,
subtracting the interest of the Shares in the liabilities of the Fund and those
attributable to Shares, and dividing the remainder by the total number of Shares
outstanding. The net asset value for Shares may exceed that of Investment Shares
due to the variance in daily net income realized by each class. Such variance
will reflect only accrued net income to which the shareholders of a particular
class are entitled.


INVESTING IN SHARES
- --------------------------------------------------------------------------------

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 Funds may be purchased through Signet Trust Company. In
connection with the sale of Shares of the Funds, the distributor may from time
to time offer certain items of nominal value to any shareholder or investor. The
Funds reserve the right to reject any purchase request.

With respect to The Treasury Money Market Fund, The Money Market Fund, and The
Tax-Free Money Market Fund, an investor may write or call Signet Trust Company
to place an order to purchase Shares of the Funds. (Call 804-771-7470). Purchase
orders must be received by Signet Trust Company before 4:00 p.m. (Eastern time).
Payment for Shares of the Funds may be made by check or by wire. Orders are
considered received after payment by check is converted into federal funds and
received by Signet Trust Company. Payment must be received by Signet Trust
Company on the next business day after placing the order. For orders received by
11:00 a.m. (Eastern time), shareholders will begin earning dividends on that day
provided payment by wire is received by Signet Trust Company by 2:00 p.m.
(Eastern time) on that day.

With respect to The U.S. Government Securities Fund, The Stock Fund, The
Virginia Municipal Bond Fund and The Maryland Municipal Bond Fund, an investor
may write or call Signet Trust Company to place an order to purchase Shares of
the Fund. (Call 804-771-7470). Purchase orders must be received by Signet Trust
Company before 4:00 p.m. (Eastern time). Payment for Shares of the Funds may be
made by check or by wire. Payment must be received by Signet Trust Company the
next business day.

BY CHECK.  Purchases of Shares by check must be made payable to Signet Trust
Company and sent to Signet Trust Company, 7 North Eighth Street, Richmond, VA
23219.

BY WIRE.  With respect to The Treasury Money Market Fund, The Money Market Fund,
and The Tax-Free Money Market Fund, payment by wire must be received by Signet
Trust Company before 2:00 p.m. (Eastern time) the next business day after
placing the order. With respect to The U.S. Government Securities Fund, The
Stock Fund, The Virginia Municipal Bond Fund and The Maryland Municipal Bond
Fund, payment by wire must be received by Signet Trust Company the next business
day. Shares of the Funds cannot be purchased by Federal Reserve Wire on Columbus
Day, Veterans' Day or Lee-Jackson-King Day.

MINIMUM INVESTMENT REQUIRED

The minimum initial investment in Shares is $10,000 for those Funds offering
Trust Shares, and $1,000 for The Tax-Free Money Market Fund.

WHAT SHARES COST

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

On Monday through Friday, The U.S. Government Securities Fund, The Stock Fund,
The Virginia Municipal Bond Fund and The Maryland Municipal Bond Fund calculate
net asset value at 4:00 p.m. (Eastern time), while The Treasury Money Market
Fund, The Money Market Fund, and The Tax-Free Money Market Fund, calculate net
asset value at 1:00 p.m. (Eastern time), and 4:00 p.m. (Eastern time), except
on: (i) days on which there are not sufficient changes in the value of a Fund's
portfolio securities that its net asset value might be materially affected; (ii)
days during which no shares of a Fund are tendered for redemption and no orders
to purchase shares are received; or (iii) the following holidays: New Year's
Day, 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 Funds, Federated Services Company maintains a share
account for each shareholder of record. Share certificates are not issued unless
requested by contacting Signet Trust Company in writing.


With respect to The Treasury Money Market Fund, The Money Market Fund, and The
Tax-Free Money Market Fund, monthly confirmations are sent to report
transactions such as purchases and redemptions as well as dividends paid during
the month. With respect to The U.S. Government Securities Fund, The Stock Fund,
The Virginia Municipal Bond Fund and The Maryland Municipal Bond Fund, detailed
confirmations of each purchase or redemption are sent to each shareholder. In
addition, monthly confirmations are sent to report dividends paid during that
month.

DIVIDENDS

With respect to The U.S. Government Securities Fund, The Virginia Municipal Bond
Fund, The Maryland Municipal Bond Fund, The Treasury Money Market Fund, The
Money Market Fund, and The Tax-Free Money Market Fund, dividends are declared
daily and paid monthly.

With respect to The Treasury Money Market Fund, The Money Market Fund, and The
Tax-Free Money Market Fund, Shares purchased by wire before 2:00 p.m. (Eastern
time) begin earning dividends that day. Shares purchased by check begin earning
dividends on the day after the check is converted by Signet Trust Company into
federal funds.

With respect to The Stock Fund, dividends are declared and paid quarterly.

Unless cash payments are requested by shareholders in writing to a 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

With respect to The Treasury Money Market Fund, The Money Market Fund, and The
Tax-Free Money Market Fund, capital gains, if any, could result in an increase
in dividends. Capital losses could result in a decrease in dividends. If, for
some extraordinary reason, a Fund realizes net long-term capital gains, it will
distribute them at least once every 12 months.

With respect to The U.S. Government Securities Fund, The Stock Fund, The
Virginia Municipal Bond Fund and The Maryland Municipal Bond Fund, capital gains
realized by a Fund, if any, will be distributed at least once every 12 months.

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

Each Fund redeems Shares at their net asset value next determined after Signet
Trust Company receives the redemption request. Redemptions will be made on days
on which a Fund computes its net asset value. Telephone or written requests for
redemption must be received in proper form by Signet Trust Company.

BY TELEPHONE.  A shareholder may redeem Shares of a Fund by calling Signet Trust
Company to request the redemption. (Call 804-771-7470) Shares will be redeemed
at the net asset value next determined after a Fund receives the redemption
request from Signet Trust Company.

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

With respect to The U.S. Government Securities Fund, The Stock Fund, The
Virginia Municipal Bond Fund and The Maryland Municipal Bond Fund, a redemption
request must be received by Signet Trust Company before 4:00 p.m. (Eastern time)
in order for Shares to be redeemed at that day's net asset value. Redemption
requests through registered broker/dealers must be received by Signet Trust
Company before 3:00 p.m. (Eastern time) in order for Shares to be redeemed at
that day's net asset value. Signet Trust Company is responsible for promptly
submitting redemption requests and


providing proper written redemption instructions to a Fund. Other registered
broker/dealers may charge customary fees and commissions for this service.

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

An authorization form permitting a 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 Trust Company. Telephone redemption instructions may be
recorded. If reasonable procedures are not followed by a Fund, it may be liable
for losses due to unauthorized or fraudulent telephone instructions.

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 a Fund by sending a written request
to Signet Trust Company. The written request should include the shareholder's
name, the Fund name, the class of shares, 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 Trust Company.

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 a 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 FDIC;

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

     - 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 Funds do not accept signatures guaranteed by a notary public.

The Funds and their transfer agent have adopted standards for accepting
signature guarantees from the above institutions. The Funds may elect in the
future to limit eligible signature guarantors to institutions that are members
of a signature guarantee program. The Funds and their 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.

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

VOTING RIGHTS

Each Share of a 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 a Fund and for
the election of Trustees under certain circumstances. As of January 11, 1995,
Bova & Co, Richmond, Virginia, owned approximately 10,523,663 Trust Shares of
The U.S. Government Securities Fund (100%); approximately 5,612,531 Trust Shares
of The Stock Fund (96%); approximately 3,278,593 Trust Shares of The Virginia
Municipal Bond Fund (100%); approximately 960,850 Trust Shares of The Maryland
Municipal Bond Fund (100%); approximately 417,604,382 Trust Shares of The
Treasury Money Market Fund (100%); approximately 116,586,184 Trust Shares of The
Money Market Fund (100%); and approximately 17,601,826 shares of The Tax-Free
Money Market Fund (64.6%), and


therefore, may, for certain purposes, be deemed to control the Funds and be able
to affect the outcome of certain matters presented for a vote of shareholders.

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

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


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

FEDERAL INCOME TAX

The Funds anticipate that they will pay no federal income tax because each Fund
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.

Each Fund will be treated as a single, separate entity for federal income tax
purposes so that income (including capital gains) and losses realized by a Fund
will not be combined for tax purposes with those realized by any of the other
Funds.

With respect to The U.S. Government Securities Fund, The Stock Fund, The
Treasury Money Market Fund and The Money Market Fund, unless otherwise exempt,
shareholders are required to pay federal income tax on any dividends and other
distributions received. This applies whether dividends and distributions are
received in cash or as additional shares. Shareholders of The U.S. Government
Securities Fund, The Stock Fund, The Treasury Money Market Fund and The Money
Market Fund are urged to consult their own tax advisers regarding the status of
their accounts under state and local tax laws.

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

The alternative minimum tax applies when it exceeds the regular tax for the
taxable year. Alternative minimum taxable income is equal to the regular taxable
income of the taxpayer increased by certain "tax preference" items not included
in regular taxable income and reduced by only a portion of the deductions
allowed in the calculation of the regular tax.

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

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

VIRGINIA TAXES. Under existing Virginia laws, distributions made by the Fund
will not be subject to Virginia income taxes to the extent that such
distributions qualify as exempt-interest dividends under the Internal Revenue
Code of 1986, as amended, and represent (i) interest from obligations issued by
or on behalf of the Commonwealth of Virginia or any political subdivision
thereof; or (ii) interest from obligations issued by a territory or possession
of the United States or any political subdivision thereof which federal law
exempts from state income taxes. Conversely, to the extent that distributions
made by the Fund are attributable to other types of obligations, such
distributions will be subject to Virginia income taxes.

MARYLAND TAXES. Under existing Maryland laws, distributions made by the Fund
will not be subject to Maryland state or local income taxes to the extent that
such distributions qualify as exempt-interest dividends under the Internal
Revenue Code, and represent (i) interest on tax-exempt obligations of Maryland
or its political subdivisions or authorities; (ii) interest on obligations of
the United States or an authority, commission, instrumentality, possession or
territory of the United States; or (iii) gain realized by the Fund from the sale
or exchange of bonds issued by Maryland, a political subdivision of Maryland, or
the United States Government (excluding obligations issued by the District of
Columbia, a territory or possession of the United States, or a department,
agency, instrumentality, or political subdivision of the District, territory or
possession). Conversely, to the extent that distributions made by the Fund are
derived from other types of obligations, such distributions will be subject to
Maryland income taxes.


OTHER STATE AND LOCAL TAXES. With respect to The Virginia Municipal Bond Fund
and The Maryland Municipal Bond Fund, distributions representing net interest
received on tax-exempt municipal securities are not necessarily free from income
taxes of any other state or local taxing authority. State laws differ on this
issue and shareholders are urged to consult their own tax advisers.

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

From time to time, The U.S. Government Securities Fund and The Stock Fund may
advertise total return and yield. The Virginia Municipal Bond Fund and The
Maryland Municipal Bond Fund may advertise total return, yield and
tax-equivalent yield. The Treasury Money Market Fund and The Money Market Fund
may advertise yield and effective yield. The Tax-Free Money Market Fund may
advertise its yield, effective yield, and tax-equivalent 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 Shares of The U.S. Government Securities Fund, The Stock Fund, The
Virginia Municipal Bond Fund and The Maryland Municipal Bond Fund is calculated
by dividing the net investment income per Share (as defined by the Securities
and Exchange Commission) earned by Shares over a thirty-day period by the
maximum offering price per share of Shares of a 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 Shares and, therefore,
may not correlate to the dividends or other distributions paid to shareholders.

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

The tax-equivalent yield of the Shares for The Virginia Municipal Bond Fund, The
Maryland Municipal Bond Fund, and The Tax-Free Money Market Fund is calculated
similarly to the yield, but is adjusted to reflect the taxable yield that the
Shares would have had to earn to equal its actual yield, assuming a specific tax
rate. The tax-equivalent yield does not necessarily reflect income actually
earned by Shares and, therefore, may not correlate to the dividends or other
distributions paid to shareholders.

Shares are sold without any sales load or other similar non-recurring charges.

With respect to The U.S. Government Securities Fund and The Stock Fund, total
return and yield will be calculated separately for Trust Shares and Investment
Shares. Because Investment Shares may be subject to a redemption fee and are
subject to a 12b-1 fee, the total return and yield for Trust Shares for the same
period will exceed that of Investment Shares.

With respect to The Virginia Municipal Bond Fund and The Maryland Municipal Bond
Fund, total return, yield and tax-equivalent yield will be calculated separately
for Trust Shares and Investment Shares. Because Investment Shares may be subject
to a contingent deferred sales charge and are subject to a 12b-1 fee, the total
return and yield for Trust Shares for the same period will exceed that of
Investment Shares.

With respect to The Treasury Money Market Fund and The Money Market Fund, yield
and effective yield will be calculated separately for Trust Shares and
Investment Shares. Because Investment Shares are subject to 12b-1 fees the yield
and effective yield for Trust Shares, for the same period, will exceed that of
Investment Shares.

From time to time, the Funds may advertise their performance using certain
financial publications and/or compare their performance to certain indices.


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

Investment Shares, the other class of shares offered by those Funds offering
separate classes, are sold to customers of Signet Bank, N.A. and Signet
Financial Services, Inc. at net asset value at a minimum initial investment of
$1,000. Under certain circumstances, Investment Shares may be subject to a 2.00%
contingent deferred sales charge. Investment Shares may be exchanged for
Investment Shares of the Funds at net asset value. Investment Shares are
distributed to such institutions pursuant to a Rule 12b-1 Plan whereby brokers
and administrators are paid a fee of .35 of 1% for The Treasury Money Market
Fund and The Money Market Fund and .25 of 1% for The U.S. Government Securities
Fund, The Stock Fund, The Virginia Municipal Bond Fund and The Maryland
Municipal Bond Fund of the Investment Shares' average net asset value.

The amount of dividends payable to Shares will exceed those payable to
Investment Shares by the difference between class expenses and distribution
expenses borne by shares of each respective class.

The stated advisory fee is the same for both classes of each of the Funds.


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

   
<TABLE>
<S>             <C>                                          <C>
The U.S. Government Securities Fund                          Federated Investors Tower
The Stock Fund                                               Pittsburgh, Pennsylvania 15222-3779
The Treasury Money Market Fund
The Money Market Fund
The Virginia Municipal Bond Fund
The Maryland Municipal Bond Fund
The Tax-Free Money Market Fund
- ------------------------------------------------------------------------------------------------

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

Investment Adviser
                Virtus Capital Management, Inc.              707 East Main Street
                                                             Suite 1300
                                                             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
- ------------------------------------------------------------------------------------------------

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

                                       31

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                      [THIS PAGE INTENTIONALLY LEFT BLANK]

                      [THIS PAGE INTENTIONALLY LEFT BLANK]

   
VIRTUS CAPITAL MANAGEMENT, INC.
    

   
A Subsidiary of Signet Banking Corporation
    

Investment Adviser

FEDERATED SECURITIES CORP. IS THE DISTRIBUTOR OF THE FUNDS.

   
3042108A-I (2/95)
    

   
                                             THE VIRTUS FUNDS
                                             (FORMERLY THE MEDALIST FUNDS)
    
                                             INVESTMENT SHARES
                                             PROSPECTUS
                                             JANUARY 31, 1995
   
                                             (REVISED MARCH 1, 1995)
    

                                             - 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

   
THE VIRTUS FUNDS
    

   
(FORMERLY THE MEDALIST FUNDS)
    
INVESTMENT SHARES
PROSPECTUS

   
The Virtus Funds (the "Trust"), an open-end management investment company (a
mutual fund), is comprised of the seven separate investment portfolios set forth
below (collectively, the "Funds," individually, a "Fund"), each having a
distinct investment objective and policies. With the exception of the Tax-Free
Money Market Fund, which offers a single class of shares, the Funds are offered
in two separate classes of shares known as Investment Shares and Trust Shares.
    

     - The U.S. Government Securities Fund (formerly U.S. Government Income
       Fund)

     - The Stock Fund (formerly Value Equity 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

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 THE SHARES OF THE U.S. GOVERNMENT SECURITIES FUND, THE STOCK FUND,
THE VIRGINIA MUNICIPAL BOND FUND, AND THE MARYLAND MUNICIPAL BOND FUND INVOLVES
INVESTMENT RISKS INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. THE TREASURY MONEY
MARKET FUND, THE MONEY MARKET FUND, AND THE TAX-FREE MONEY MARKET FUND ATTEMPT
TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE; THERE CAN BE NO
ASSURANCE THAT THESE FUNDS WILL BE ABLE TO DO SO.

This prospectus relates only to the Investment Shares of those Funds offering
classes and to shares of The Tax-Free Money Market Fund and contains the
information you should read and know before you invest in any of the Funds. Keep
this prospectus for future reference.

   
The Funds have also filed a Combined Statement of Additional Information for the
Investment Shares of the Funds offering classes and to shares of The Tax-Free
Money Market Fund, dated January 31, 1995 (revised March 1, 1995), with the
Securities and Exchange Commission. The information contained in the Combined
Statement of Additional Information is incorporated by reference into this
prospectus. You may request a copy of the Combined Statement of Additional
Information free of charge, obtain other information, or make inquiries about
any of the Funds by writing to the Trust or calling toll-free 1-800-723-9512.
    

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 January 31, 1995
   
(Revised March 1, 1995)
    

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

SYNOPSIS                                                                       1
- ------------------------------------------------------

  Special Considerations                                                       1

SUMMARY OF FUND EXPENSES--INVESTMENT SHARES
  AND TAX-FREE MONEY MARKET SHARES                                             2
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS                                                           3
- ------------------------------------------------------

INVESTMENT OBJECTIVE AND POLICIES OF EACH FUND                                10
- ------------------------------------------------------

  The U.S. Government Securities Fund                                         10
    Acceptable Investments                                                    10
    CMOs                                                                      10
    ARMS                                                                      11
  The Stock Fund                                                              11
    Acceptable Investments                                                    11
    Common Stocks                                                             11
    Other Corporate Securities                                                11
    Commercial Paper                                                          11
    Bank Instruments                                                          11
    American Depositary Receipts ("ADRs")                                     11
    U.S. Government Securities                                                11
    Put and Call Options                                                      12
    Financial Futures and Options on Futures                                  12
      Risks                                                                   12
    Portfolio Turnover                                                        12
    Investment Considerations                                                 13
  The Virginia Municipal Bond Fund and
    The Maryland Municipal Bond Fund                                          13
    Acceptable Investments                                                    13
      Characteristics                                                         13
  The Treasury Money Market Fund                                              14
    Acceptable Investments                                                    14
  The Money Market Fund                                                       14
    Acceptable Investments                                                    14
      Bank Instruments                                                        14
      Short-Term Credit Facilities                                            14
      Asset-Backed Securities                                                 14
    Ratings                                                                   14
  The Tax-Free Money Market Fund                                              15
    Acceptable Investments                                                    15
      Participation Interests                                                 15
    Ratings                                                                   15
  Investment Limitations                                                      15

PORTFOLIO INVESTMENTS AND STRATEGIES                                          15
- ------------------------------------------------------

  Regulatory Compliance                                                       15
  Borrowing Money                                                             16
  Selling Short                                                               16
  Restricted and Illiquid Securities                                          16
  When-Issued and Delayed Delivery Transactions                               16
  Investing in Securities of Other
    Investment Companies                                                      16
  Diversification                                                             17
  Non-Diversification                                                         17
  Investing in New Issuers                                                    17
  Repurchase Agreements                                                       17
  Lending of Portfolio Securities                                             17
  Acquiring Securities                                                        18
  Investment Risks                                                            18
  Variable Rate Demand Notes                                                  18
  Credit Enhancement                                                          18
  Demand Features                                                             18
  Participation Interests                                                     19
  Variable Rate Municipal Securities                                          19
  Municipal Leases                                                            19
  Temporary Investments                                                       19
  Municipal Securities                                                        19
    Investment Risks                                                          20
  Futures Contracts and Options to Buy or
    Sell Such Contracts                                                       20

   
THE VIRTUS FUNDS INFORMATION                                                  21
    
- ------------------------------------------------------

  Management of the Trust                                                     21
    Board of Trustees                                                         21
    Investment Adviser                                                        21
      Advisory Fees                                                           21
      Adviser's Background                                                    21
  Distribution of Shares of the Funds                                         22
    Distribution Plan                                                         22
    Administrative Arrangements                                               22
    Glass-Steagall Act                                                        22
  Administration of the Funds                                                 23
    Administrative Services                                                   23
    Custodian                                                                 23
    Transfer Agent and Dividend Disbursing Agent                              23
    Independent Auditors                                                      23
  Expenses of the Funds and Investment Shares                                 23
    Brokerage Transactions                                                    23

NET ASSET VALUE                                                               24
- ------------------------------------------------------

INVESTING IN SHARES                                                           24
- ------------------------------------------------------

  Share Purchases                                                             24
    By Check                                                                  24
    By Wire                                                                   24
  Systematic Investment Program                                               25
  Minimum Investment Required                                                 25
  What Shares Cost                                                            25
  Certificates and Confirmations                                              25
  Dividends                                                                   25
  Capital Gains                                                               25

EXCHANGE PRIVILEGE                                                            26
- ------------------------------------------------------

    By Telephone                                                              26

REDEEMING SHARES                                                              26
- ------------------------------------------------------

    By Telephone                                                              26
    By Mail                                                                   27
  Contingent Deferred Sales Charge                                            28
  Systematic Withdrawal Program                                               29
  Accounts with Low Balances                                                  29

SHAREHOLDER INFORMATION                                                       29
- ------------------------------------------------------

  Voting Rights                                                               29
  Massachusetts Partnership Law                                               29

EFFECT OF BANKING LAWS                                                        30
- ------------------------------------------------------

TAX INFORMATION                                                               30
- ------------------------------------------------------

  Federal Income Tax                                                          30
    Virginia Taxes                                                            31
    Maryland Taxes                                                            31
    Other State and Local Taxes                                               31

PERFORMANCE INFORMATION                                                       31
- ------------------------------------------------------

OTHER CLASSES OF SHARES                                                       32
- ------------------------------------------------------

ADDRESSES                                                                     33
- ------------------------------------------------------


SYNOPSIS
- --------------------------------------------------------------------------------

The Trust, an open-end, management investment company, 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. As of the
date of this prospectus, the Trustees have established a single class of shares
for The Tax-Free Money Market Fund, and two classes of shares, Investment Shares
and Trust Shares, for each of the other Funds in the Trust.

As of the date of this prospectus, the Trust is comprised of the following seven
portfolios:

     - The U.S. Government Securities Fund--seeks to provide current income by
       investing in a professionally managed, diversified portfolio limited
       primarily to U.S. government securities;

     - The Stock Fund--seeks to provide growth of capital and income by
       investing in common stocks;

     - The Virginia Municipal Bond Fund--seeks to provide current income which
       is exempt from federal regular income tax and the personal income tax
       imposed by the Commonwealth of Virginia by investing in a portfolio of
       Virginia municipal securities;

     - The Maryland Municipal Bond Fund--seeks to provide current income which
       is exempt from federal regular income tax and the personal income tax
       imposed by the State of Maryland by investing in a portfolio of Maryland
       municipal securities;

     - The Treasury Money Market Fund--seeks to provide current income
       consistent with stability of principal by investing in short-term U.S.
       Treasury obligations;

     - The Money Market Fund--seeks to provide current income consistent with
       stability of principal by investing in money market instruments; and

     - The Tax-Free Money Market Fund--seeks to provide current income exempt
       from federal income tax consistent with stability of principal, by
       investing in municipal securities.

This prospectus relates only to the Investment Shares ("Investment Shares") of
those Funds offering classes and to the single class of shares ("The Tax-Free
Money Market Shares") of The Tax-Free Money Market Fund (Investment Shares and
The Tax-Free Money Market Shares are sometimes collectively referred to as
"Shares"). For information on how to purchase Shares please refer to "Investing
in Shares." A minimum initial investment of $1,000 is required for each Fund. A
contingent deferred sales charge may be imposed on all Shares of The U.S.
Government Securities Fund, The Stock Fund, The Virginia Municipal Bond Fund and
The Maryland Municipal Bond Fund purchased after October 1, 1992 (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 may be found under "Redeeming Investment
Shares." The Funds are advised by Signet Asset Management.

SPECIAL CONSIDERATIONS

Investors should be aware of the following general considerations: the market
value of fixed-income securities, which constitute a major part of the
investments of several Funds, may vary inversely in response to changes in
prevailing interest rates. One or more Funds may make certain investments and
employ certain investment techniques that involve other risks, including
entering into repurchase agreements, lending portfolio securities and entering
into futures contracts and related options as hedges. These risks and those
associated with investing in mortgage-backed securities, when-issued securities,
options, variable rate securities and equity securities are described under
"Investment Objective and Policies of Each Fund" and "Portfolio Investments and
Strategies."


SUMMARY OF FUND EXPENSES--INVESTMENT SHARES
AND TAX-FREE MONEY MARKET SHARES
- --------------------------------------------------------------------------------

The following Fee Table and Example summarize the various costs and expenses
that a shareholder of Investment Shares and Tax-Free Money Market Shares will
bear, either directly or indirectly.
SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
                                                THE                 THE        THE         THE
                                             TAX-FREE     THE    TREASURY    MARYLAND    VIRGINIA            THE U.S.
                                               MONEY     MONEY     MONEY    MUNICIPAL   MUNICIPAL    THE    GOVERNMENT
                                              MARKET    MARKET    MARKET       BOND        BOND     STOCK   SECURITIES
                                               FUND      FUND      FUND        FUND        FUND      FUND      FUND
                                             ---------  -------  ---------  ----------  ----------  ------  -----------
<S>                                          <C>        <C>      <C>        <C>         <C>         <C>     <C>
Contingent Deferred Sales Charge (as a
 percentage of amount redeemed, if
 applicable)(1).............................    None      None      None       2.00%       2.00%    2.00%      2.00%
</TABLE>

ANNUAL INVESTMENT SHARES AND TAX-FREE MONEY MARKET SHARES OPERATING EXPENSES (AS
A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
                                                                                                   TOTAL INVESTMENT
                                                                                                  SHARES AND TAX-FREE
                                                                                                  MONEY MARKET SHARES
                                                             NET                                  OPERATING EXPENSES
                                                         MANAGEMENT    12B-1         OTHER       NET OF ANY WAIVERS OR
                                                           FEES(2)    FEES(3)   EXPENSES(4)(5)     REIMBURSEMENTS(6)
                                                         -----------  --------  ---------------  ---------------------
<S>                                                      <C>          <C>       <C>              <C>
The Money Market Fund...................................    0.25%       0.25%        0.30%               0.80%
The Treasury Money Market Fund..........................    0.32%       0.25%        0.27%               0.84%
The Tax-Free Money Market Fund..........................    0.04%       0.00%        0.32%               0.36%
The Maryland Municipal Bond Fund........................    0.24%       0.25%        0.68%               1.17%
The Virginia Municipal Bond Fund........................    0.48%       0.25%        0.42%               1.15%
The Stock Fund..........................................    0.52%       0.25%        0.43%               1.20%
The U.S. Government Securities Fund.....................    0.43%       0.25%        0.31%               0.99%
</TABLE>

   
(1) A contingent deferred sales charge of 2% will be imposed on The Money Market
    Fund, The Treasury Money Market Fund, and The Tax-Free Money Market Fund
    only in limited circumstances in which Shares being redeemed are acquired in
    exchange for Investment Shares in those Virtus Funds which charge a
    contingent deferred sales charge. The contingent deferred sales charge is
    2.00% of the lesser of the original purchase price or the net asset value of
    Shares redeemed within five years of purchase date.
    

(2) The management fee has been reduced to reflect the voluntary waiver by the
    investment adviser. The adviser can terminate this voluntary waiver at any
    time at its sole discretion. The maximum management fee for The Money Market
    Fund, The Treasury Money Market Fund, The Tax-Free Money Market Fund, The
    Maryland Municipal Bond Fund, The Virginia Municipal Bond Fund, The Stock
    Fund, and The U.S. Government Securities Fund is 0.50%, 0.50%, 0.50%, 0.75%,
    0.75%, 0.75% and 0.75%, respectively.

(3) Fees paid by Investment Shares of each Fund for distribution and/or
    administrative services provided with respect to Investment Shares. Total
    payments of up to 0.25 of 1% (except The Money Market Fund and The Treasury
    Money Market Fund which have total payments of up to 0.35 of 1%) of the
    average daily net assets attributable to Investment Shares are permitted
    under the Distribution Plans. As of the date of this prospectus, The
    Tax-Free Money Market Fund is not paying or accruing 12b-1 fees. The
    Tax-Free Money Market Fund will not accrue or pay 12b-1 fees until a
    separate class of shares has been created for certain institutional
    investors. The Tax-Free Money Market Fund can pay up to 0.35% as a 12b-1 fee
    to the distributor. See "Management of the Trust--Distribution Plans."

(4) Includes administration fees. See "Management of the Trust--Administration
    of the Funds."

(5) Total other expenses for The Tax-Free Money Fund, would have been 0.56%
    absent the voluntary reimbursement of other operating expenses by the
    Adviser. The Adviser can terminate this reimbursement at any time at its
    sole discretion.

(6) The total Investment Shares Operating Expenses for The Money Market Fund,
    The Treasury Money Market Fund, The Maryland Municipal Bond Fund, The
    Virginia Municipal Bond Fund, The Stock Fund and The U.S. Government
    Securities Fund would have been 1.05%, 1.02%, 1.68%, 1.42%, 1.43% and 1.31%,
    respectively, and the total Operating Expenses for The Tax-Free Money Market
    Fund would have been 1.06%, absent the waivers and reimbursements described
    above in notes 2, 3, and 5.

EXAMPLE:

You would pay the following expenses on a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the end of each time period:

<TABLE>
<CAPTION>
                                                1 YEAR   1 YEAR(+)   3 YEARS   3 YEARS(+)   5 YEARS   5 YEARS(+)   10 YEARS(+)
                                                -------  ----------  --------  -----------  --------  -----------  ------------
<S>                                             <C>      <C>         <C>       <C>          <C>       <C>          <C>
The Money Market Fund..........................   $ 8       $  8       $ 26        $26        $ 44        $44          $ 99
The Treasury Money Market Fund.................   $ 9       $  9       $ 27        $27        $ 47        $47          $104
The Tax-Free Money Market Fund.................   $ 4       $  4       $ 12        $12        $ 20        $20          $ 46
The Maryland Municipal Bond Fund...............   $33       $ 12       $ 60        $37        $ 89        $64          $142
The Virginia Municipal Bond Fund...............   $32       $ 12       $ 59        $37        $ 87        $63          $140
The Stock Fund.................................   $33       $ 12       $ 60        $38        $ 90        $66          $145
The U.S. Government Securities Fund............   $31       $ 10       $ 54        $32        $ 79        $55          $121
</TABLE>

+ Reflects expenses on the same investment, assuming no redemption.

   
The purpose of the foregoing Example is to assist an investor in understanding
the various costs and expenses that a shareholder of Investment Shares and
Tax-Free Money Market Shares will bear, either directly or indirectly. For a
more complete description of the various costs and expenses, see "The Virtus
Funds Information" and "Investing in Shares." Wire-transferred redemptions of
less than $5,000 may be subject to additional fees.
    

THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THIS EXAMPLE
IS BASED ON ESTIMATED DATA FOR THE FUNDS' FISCAL YEAR ENDING SEPTEMBER 30, 1995.

The information set forth in the foregoing table and Example relates only to
Investment Shares of those Funds offering separate classes, and The Tax-Free
Money Market Shares. Trust Shares of those Funds offering separate classes are
subject to certain of the same expenses as Investment Shares, except they bear
no contingent deferred sales charge or 12b-1 fee. See "Other Classes of Shares."


THE U.S. GOVERNMENT SECURITIES FUND
(FORMERLY U.S. GOVERNMENT INCOME FUND)
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Deloitte & Touche LLP, the Fund's
independent auditors. Their report dated November 11, 1994, on the Fund's
Financial Statements is incorporated by reference to the Annual Report dated
September 30, 1994. This table should be read in conjunction with the Fund's
Financial Statements and Notes thereto, which may be obtained from the Fund.

<TABLE>
<CAPTION>
                                                                                              YEAR ENDED SEPTEMBER 30,
                                                                                     -------------------------------------------
                                INVESTMENT SHARES                                     1994         1993         1992      1991*
- ------------------------------------------------------------------------             ------       ------       ------     ------
<S>                                                                                  <C>          <C>          <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                 $10.90       $10.95       $10.54     $10.00
- ------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------------------
 Net investment income                                                                 0.61         0.66         0.75       0.78
- ------------------------------------------------------------------------
 Net realized and unrealized gain (loss) on investments                               (0.94)        0.03         0.50       0.54
- ------------------------------------------------------------------------               ----         ----         ----       ----
 Total from investment operations                                                     (0.33)        0.69         1.25       1.32
- ------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------------------
 Dividends to shareholders from net investment income                                 (0.61)       (0.66)(d)    (0.75)     (0.78)
- ------------------------------------------------------------------------
 Distributions to shareholders from net realized gain on
 investment transactions                                                                 --        (0.08)       (0.09)        --
- ------------------------------------------------------------------------
 Distributions to shareholders in excess of net realized gain
 on investment  transactions                                                          (0.13)(c)       --           --         --
- ------------------------------------------------------------------------               ----         ----         ----       ----
 Total distributions                                                                  (0.74)       (0.74)       (0.84)     (0.78)
- ------------------------------------------------------------------------               ----         ----         ----       ----
NET ASSET VALUE, END OF PERIOD                                                       $ 9.83       $10.90       $10.95     $10.54
- ------------------------------------------------------------------------               ----         ----         ----       ----
TOTAL RETURN**                                                                        (3.36%)       6.82%       12.42%     14.00%
- ------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------------------
 Expenses                                                                              0.99%        0.77%        0.52%      0.64%(a)
- ------------------------------------------------------------------------
 Net investment income                                                                 5.94%        5.91%        7.01%      8.03%(a)
- ------------------------------------------------------------------------
 Expense waiver/reimbursement (b)                                                      0.32%        0.43%        0.65%      0.93%(a)
- ------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------------------
 Net assets, end of period (000 omitted)                                             $112,439     $119,187     $40,274       $10
- ------------------------------------------------------------------------
 Portfolio turnover rate                                                                227%         154%         201%       101%
- ------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                              YEAR ENDED SEPTEMBER 30,
                                                                                     -------------------------------------------
                                  TRUST SHARES                                        1994         1993         1992      1991*
- ------------------------------------------------------------------------             ------       ------       ------     ------
<S>                                                                                  <C>          <C>          <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                 $10.90       $10.95       $10.54     $10.00
- ------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------------------
 Net investment income                                                                 0.63         0.67         0.75       0.78
- ------------------------------------------------------------------------
 Net realized and unrealized gain (loss) on investments                               (0.94)        0.03         0.50       0.54
- ------------------------------------------------------------------------               ----         ----         ----       ----
 Total from investment operations                                                     (0.31)        0.70         1.25       1.32
- ------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------------------
 Dividends to shareholders from net investment income                                 (0.63)       (0.67)(d)    (0.75)     (0.78)
- ------------------------------------------------------------------------
 Distributions to shareholders from net realized gain on
 investment transactions                                                                --          (0.08)       (0.09)      --
- ------------------------------------------------------------------------
 Distributions to shareholders in excess of net realized gain
 on investment transactions                                                           (0.13)(c)     --           --         --
- ------------------------------------------------------------------------               ----         ----         ----       ----
 Total distributions                                                                  (0.76)       (0.75)       (0.84)     (0.78)
- ------------------------------------------------------------------------               ----         ----         ----       ----
NET ASSET VALUE, END OF PERIOD                                                       $ 9.83       $10.90       $10.95     $10.54
- ------------------------------------------------------------------------               ----         ----         ----       ----
TOTAL RETURN**                                                                        (3.12%)       6.94%       12.42%     14.00%
- ------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------------------
 Expenses                                                                              0.74%        0.63%        0.52%      0.64%(a)
- ------------------------------------------------------------------------
 Net investment income                                                                 6.19%        6.17%        7.01%      8.03%(a)
- ------------------------------------------------------------------------
 Expense waiver/reimbursement (b)                                                      0.32%        0.43%        0.65%      0.93%(a)
- ------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------------------
 Net assets, end of period (000 omitted)                                             $107,103     $112,334     $95,610    $27,565
- ------------------------------------------------------------------------
 Portfolio turnover rate                                                                227%         154%         201%       101%
- ------------------------------------------------------------------------
</TABLE>

 * Reflects operations for the period from October 16, 1990 (date of initial
   public investment) to September 30, 1991.

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

(a) Computed on an annualized basis.

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

(c) Distributions are determined in accordance with income tax regulations which
    may differ from generally accepted accounting principles. These
    distributions do not represent a return of capital for federal income tax
    purposes.

(d) Amount includes distributions in excess of net investment income of $0.007
    per share.

Further information about the Fund's performance is contained in the Fund's
annual report dated September 30, 1994, which can be obtained free of charge.



THE STOCK FUND
(FORMERLY VALUE EQUITY FUND)
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Deloitte & Touche LLP, the Fund's
independent auditors. Their report dated November 11, 1994, on the Fund's
Financial Statements is incorporated by reference to the Annual Report dated
September 30, 1994. This table should be read in conjunction with the Fund's
Financial Statements and Notes thereto, which may be obtained from the Fund.

<TABLE>
<CAPTION>
                                                                                              YEAR ENDED SEPTEMBER 30,
                                                                                     -------------------------------------------
                                INVESTMENT SHARES                                     1994         1993         1992      1991*
- ------------------------------------------------------------------------             ------       ------       ------     ------
<S>                                                                                  <C>          <C>          <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                 $12.39       $12.02       $11.86     $10.00
- ------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------------------
 Net investment income                                                                 0.17         0.24         0.26       0.32
- ------------------------------------------------------------------------
 Net realized and unrealized gain (loss) on investments                               (0.39)        0.54         0.46       1.85
- ------------------------------------------------------------------------               ----         ----         ----       ----
 Total from investment operations                                                     (0.22)        0.78         0.72       2.17
- ------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------------------
 Dividends to shareholders from net investment income                                 (0.17)       (0.25)       (0.25)     (0.31)
- ------------------------------------------------------------------------
 Distributions to shareholders from net realized gain on
 investment transactions                                                              (0.20)       (0.16)       (0.31)      --
- ------------------------------------------------------------------------               ----         ----         ----       ----
 Total distributions                                                                  (0.37)       (0.41)       (0.56)     (0.31)
- ------------------------------------------------------------------------               ----         ----         ----       ----
NET ASSET VALUE, END OF PERIOD                                                       $11.80       $12.39       $12.02     $11.86
- ------------------------------------------------------------------------               ----         ----         ----       ----
TOTAL RETURN**                                                                        (1.72%)       6.31%        6.31%     22.68%
- ------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------------------
 Expenses                                                                              1.20%        0.87%        0.95%      0.80%(a)
- ------------------------------------------------------------------------
 Net investment income                                                                 1.40%        1.81%        2.25%      3.05%(a)
- ------------------------------------------------------------------------
 Expense waiver/reimbursement (b)                                                      0.23%        0.55%        0.34%      0.38%(a)
- ------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------------------
 Net assets, end of period (000 omitted)                                             $26,739      $18,691      $2,290       $488
- ------------------------------------------------------------------------
 Portfolio turnover rate                                                                205%          67%          38%        84%
- ------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                              YEAR ENDED SEPTEMBER 30,
                                                                                     -------------------------------------------
                                  TRUST SHARES                                        1994         1993         1992      1991*
- ------------------------------------------------------------------------             ------       ------       ------     ------
<S>                                                                                  <C>          <C>          <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                 $12.39       $12.02       $11.86     $10.00
- ------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------------------
 Net investment income                                                                 0.20         0.28         0.26       0.32
- ------------------------------------------------------------------------
 Net realized and unrealized gain (loss) on investments                               (0.40)        0.51         0.46       1.85
- ------------------------------------------------------------------------               ----         ----         ----       ----
 Total from investment operations                                                     (0.20)        0.79         0.72       2.17
- ------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------------------
 Dividends to shareholders from net investment income                                 (0.19)       (0.26)       (0.25)     (0.31)
- ------------------------------------------------------------------------
 Distributions to shareholders from net realized gain on
 investment transactions                                                              (0.20)       (0.16)       (0.31)      --
- ------------------------------------------------------------------------               ----         ----         ----       ----
 Total distributions                                                                  (0.39)       (0.42)       (0.56)     (0.31)
- ------------------------------------------------------------------------               ----         ----         ----       ----
NET ASSET VALUE, END OF PERIOD                                                       $11.80       $12.39       $12.02     $11.86
- ------------------------------------------------------------------------               ----         ----         ----       ----
TOTAL RETURN**                                                                        (1.50%)       6.42%        6.31%     22.68%
- ------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------------------
 Expenses                                                                              0.95%        0.66%        0.95%      0.80%(a)
- ------------------------------------------------------------------------
 Net investment income                                                                 1.68%        2.09%        2.25%      3.05%(a)
- ------------------------------------------------------------------------
 Expense waiver/reimbursement (b)                                                      0.23%        0.55%        0.34%      0.38%(a)
- ------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------------------
 Net assets, end of period (000 omitted)                                             $70,374      $65,841      $49,581    $37,032
- ------------------------------------------------------------------------
 Portfolio turnover rate                                                                205%          67%          38%        84%
- ------------------------------------------------------------------------
</TABLE>

 * Reflects operations for the period from October 16, 1990 (date of initial
   public investment) to September 30, 1991.

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

(a) Computed on an annualized basis.

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

Further information about the Fund's performance is contained in the Fund's
annual report dated September 30, 1994, which can be obtained free of charge.



THE VIRGINIA MUNICIPAL BOND FUND
(FORMERLY VIRGINIA MUNICIPAL BOND FUND)
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Deloitte & Touche LLP, the Fund's
independent auditors. Their report dated November 11, 1994, on the Fund's
Financial Statements is incorporated by reference to the Annual Report dated
September 30, 1994. This table should be read in conjunction with the Fund's
Financial Statements and Notes thereto, which may be obtained from the Fund.

<TABLE>
<CAPTION>
                                                                                              YEAR ENDED SEPTEMBER 30,
                                                                                     -------------------------------------------
                                INVESTMENT SHARES                                     1994         1993         1992      1991*
- -------------------------------------------------------------------------            ------       ------       ------     ------
<S>                                                                                  <C>          <C>          <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                 $11.26       $10.46       $10.18     $10.00
- ------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------------------
 Net investment income                                                                 0.45         0.51         0.54       0.57
- ------------------------------------------------------------------------
 Net realized and unrealized gain (loss) on investments                               (0.92)        0.89         0.29       0.18
- ------------------------------------------------------------------------               ----         ----         ----       ----
 Total from investment operations                                                     (0.47)        1.40         0.83       0.75
- ------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------------------
 Dividends to shareholders from net investment income                                 (0.45)(d)    (0.51)       (0.54)     (0.57)
- ------------------------------------------------------------------------
 Distributions to shareholders from net realized gain on
 investment transactions                                                               (0.06)       (0.09)       (0.01)      --
- ------------------------------------------------------------------------
 Distributions to shareholders in excess of net realized gain
 on investment transactions                                                           (0.02)(c)     --           --         --
- ------------------------------------------------------------------------               ----         ----         ----       ----
 Total distributions                                                                  (0.53)       (0.60)       (0.55)     (0.57)
- ------------------------------------------------------------------------               ----         ----         ----       ----
NET ASSET VALUE, END OF PERIOD                                                       $10.26       $11.26       $10.46     $10.18
- ------------------------------------------------------------------------               ----         ----         ----       ----
TOTAL RETURN**                                                                        (4.25%)      13.49%        8.51%      7.64%
- ------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------------------
 Expenses                                                                              1.15%        0.90%        0.83%      0.47%(a)
- ------------------------------------------------------------------------
 Net investment income                                                                 4.22%        4.68%        5.14%      6.08%(a)
- ------------------------------------------------------------------------
 Expense waiver/reimbursement (b)                                                      0.27%        0.50%        0.86%      1.70%(a)
- ------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------------------
 Net assets, end of period (000 omitted)                                             $74,706      $63,492      $20,883    $6,031
- ------------------------------------------------------------------------
 Portfolio turnover rate                                                                 29%          17%          51%        27%
- ------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                              YEAR ENDED SEPTEMBER 30,
                                                                                     -------------------------------------------
                                  TRUST SHARES                                        1994         1993         1992      1991*
- ------------------------------------------------------------------------             ------       ------       ------     ------
<S>                                                                                  <C>          <C>          <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                 $11.26       $10.46       $10.18     $10.00
- ------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------------------
 Net investment income                                                                 0.48         0.53         0.54       0.57
- ------------------------------------------------------------------------
 Net realized and unrealized gain (loss) on investments                               (0.92)        0.89         0.29       0.18
- ------------------------------------------------------------------------               ----         ----         ----       ----
 Total from investment operations                                                     (0.44)        1.42         0.83       0.75
- ------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------------------
 Dividends to shareholders from net investment income                                 (0.48)(e)    (0.53)       (0.54)     (0.57)
- ------------------------------------------------------------------------
 Distributions to shareholders from net realized gain on
 investment transactions                                                              (0.06)       (0.09)       (0.01)      --
- ------------------------------------------------------------------------
 Distributions to shareholders in excess of net realized gain
 on investment transactions                                                           (0.02)(c)     --           --         --
- ------------------------------------------------------------------------               ----         ----         ----       ----
 Total distributions                                                                  (0.56)       (0.62)       (0.55)     (0.57)
- ------------------------------------------------------------------------               ----         ----         ----       ----
NET ASSET VALUE, END OF PERIOD                                                       $10.26       $11.26       $10.46     $10.18
- ------------------------------------------------------------------------               ----         ----         ----       ----
TOTAL RETURN**                                                                        (4.01%)      13.62%        8.51%      7.64%
- ------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------------------
 Expenses                                                                              0.90%        0.75%        0.83%      0.47%(a)
- ------------------------------------------------------------------------
 Net investment income                                                                 4.47%        4.85%        5.14%      6.08%(a)
- ------------------------------------------------------------------------
 Expense waiver/reimbursement (b)                                                      0.27%        0.50%        0.86%      1.70%(a)
- ------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------------------
 Net assets, end of period (000 omitted)                                             $34,165      $41,204      $20,852    $8,546
- ------------------------------------------------------------------------
 Portfolio turnover rate                                                                 29%          17%          51%        27%
- ------------------------------------------------------------------------
</TABLE>

 * Reflects operations for the period from October 16, 1990 (date of initial
   public investment), to September 30, 1991.

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

(a) Computed on an annualized basis.

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

(c) Distributions are determined in accordance with income tax regulations which
    may differ from generally accepted accounting principles. These
    distributions do not represent a return of capital for federal income tax
    purposes.

(d) Amount includes distributions to shareholders in excess of net investment
    income of $0.0001 per share.

(e) Amount includes distributions to shareholders in excess of net investment
    income of $0.0002 per share.

Further information about the Fund's performance is contained in the Fund's
annual report dated September 30, 1994, which can be obtained free of charge.



THE MARYLAND MUNICIPAL BOND FUND
(FORMERLY MARYLAND MUNICIPAL BOND FUND)
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Deloitte & Touche LLP, the Fund's
independent auditors. Their report dated November 11, 1994, on the Fund's
Financial Statements is incorporated by reference to the Annual Report dated
September 30, 1994. This table should be read in conjunction with the Fund's
Financial Statements and Notes thereto, which may be obtained from the Fund.

<TABLE>
<CAPTION>
                                                                                              YEAR ENDED SEPTEMBER 30,
                                                                                     -------------------------------------------
                                INVESTMENT SHARES                                     1994         1993         1992      1991*
- ------------------------------------------------------------------------             ------       ------       ------     ------
<S>                                                                                  <C>          <C>          <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                 $11.24       $10.39       $10.10     $10.00
- ------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------------------
 Net investment income                                                                 0.45         0.49         0.54       0.53
- ------------------------------------------------------------------------
 Net realized and unrealized gain (loss) on investments                               (0.97)        0.85         0.29       0.10
- ------------------------------------------------------------------------               ----         ----         ----       ----
 Total from investment operations                                                     (0.52)        1.34         0.83       0.63
- ------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------------------
 Dividends to shareholders from net investment income                                 (0.45)       (0.49)       (0.54)     (0.53)
- ------------------------------------------------------------------------
 Distributions to shareholders from net realized gain on
 investment transactions                                                              (0.10)        --           --         --
- ------------------------------------------------------------------------               ----         ----         ----       ----
 Total distributions                                                                  (0.55)       (0.49)       (0.54)     (0.53)
- ------------------------------------------------------------------------               ----         ----         ----       ----
NET ASSET VALUE, END OF PERIOD                                                       $10.17       $11.24       $10.39     $10.10
- ------------------------------------------------------------------------               ----         ----         ----       ----
TOTAL RETURN**                                                                        (4.74%)      13.24%        8.31%      6.64%
- ------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------------------
 Expenses                                                                              1.17%        1.00%        0.59%      0.60%(a)
- ------------------------------------------------------------------------
 Net investment income                                                                 4.22%        4.50%        5.11%      5.66%(a)
- ------------------------------------------------------------------------
 Expense waiver/reimbursement (b)                                                      0.51%        0.77%        1.91%      1.05%(a)
- ------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------------------
 Net assets, end of period (000 omitted)                                             $34,580      $33,907      $4,053     $2,940
- ------------------------------------------------------------------------
 Portfolio turnover rate                                                                 27%          23%          34%        35%
- ------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                              YEAR ENDED SEPTEMBER 30,
                                                                                     -------------------------------------------
                                  TRUST SHARES                                        1994         1993         1992      1991*
- ------------------------------------------------------------------------             ------       ------       ------     ------
<S>                                                                                  <C>          <C>          <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                 $11.24       $10.39       $10.10     $10.00
- ------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------------------
 Net investment income                                                                 0.48         0.50         0.54       0.53
- ------------------------------------------------------------------------
 Net realized and unrealized gain (loss) on investments                               (0.97)        0.85         0.29       0.10
- ------------------------------------------------------------------------               ----         ----         ----       ----
 Total from investment operations                                                     (0.49)        1.35         0.83       0.63
- ------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------------------
 Dividends to shareholders from net investment income                                 (0.48)       (0.50)       (0.54)     (0.53)
- ------------------------------------------------------------------------
 Distributions to shareholders from net realized gain on
 investment transactions                                                              (0.10)        --           --         --
- ------------------------------------------------------------------------               ----         ----         ----       ----
 Total distributions                                                                  (0.58)       (0.50)       (0.54)     (0.53)
- ------------------------------------------------------------------------               ----         ----         ----       ----
NET ASSET VALUE, END OF PERIOD                                                       $10.17       $11.24       $10.39     $10.10
- ------------------------------------------------------------------------               ----         ----         ----       ----
TOTAL RETURN**                                                                        (4.50%)      13.37%        8.31%      6.64%
- ------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------------------
 Expenses                                                                              0.92%        0.86%        0.59%      0.60%(a)
- ------------------------------------------------------------------------
 Net investment income                                                                 4.46%        4.64%        5.11%      5.66%(a)
- ------------------------------------------------------------------------
 Expense waiver/reimbursement (b)                                                      0.51%        0.77%        1.91%      1.05%(a)
- ------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------------------
 Net assets, end of period (000 omitted)                                             $11,301      $12,014      $6,004       $556
- ------------------------------------------------------------------------
 Portfolio turnover rate                                                                 27%          23%          34%        35%
- ------------------------------------------------------------------------
</TABLE>

 * Reflects operations for the period from October 16, 1990 (date of initial
   public investment) to September 30, 1991.

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

(a) Computed on an annualized basis.

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

Further information about the Fund's performance is contained in the Fund's
annual report dated September 30, 1994, which can be obtained free of charge.


THE TREASURY MONEY MARKET FUND
(FORMERLY TREASURY MONEY MARKET FUND)
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Deloitte & Touche LLP, the Fund's
independent auditors. Their report dated November 11, 1994, on the Fund's
Financial Statements is incorporated by reference to the Annual Report dated
September 30, 1994. This table should be read in conjunction with the Fund's
Financial Statements and Notes thereto, which may be obtained from the Fund.

<TABLE>
<CAPTION>
                                                                    YEAR ENDED SEPTEMBER 30,
                                                          --------------------------------------------
                  INVESTMENT SHARES                       1994         1993         1992         1991*
- -----------------------------------------------------     -----        -----        -----        -----
<S>                                                       <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                      $1.00        $1.00        $1.00        $1.00
- -----------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------------------------
  Net investment income                                    0.03         0.02         0.04         0.06
- -----------------------------------------------------
LESS DISTRIBUTIONS
- -----------------------------------------------------
  Dividends to shareholders from net investment
  income                                                  (0.03)       (0.02)       (0.04)       (0.06)
- -----------------------------------------------------     -----        -----        -----        -----
NET ASSET VALUE, END OF PERIOD                            $1.00        $1.00        $1.00        $1.00
- -----------------------------------------------------     -----        -----        -----        -----
TOTAL RETURN**                                             2.90%        2.52%        3.61%        5.90%
- -----------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------------------------
  Expenses                                                 0.84%        0.70%        0.70%        0.51%(a)
- -----------------------------------------------------
  Net investment income                                    2.86%        2.47%        3.49%        5.65%(a)
- -----------------------------------------------------
  Expense waiver/reimbursement (b)                         0.18%        0.20%        0.11%        0.27%(a)
- -----------------------------------------------------
SUPPLEMENTAL DATA
- -----------------------------------------------------
  Net assets, end of period (000 omitted)                 $21,883      $20,382      $12,960       $548
- -----------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                    YEAR ENDED SEPTEMBER 30,
                                                          --------------------------------------------
                    TRUST SHARES                          1994         1993         1992         1991*
- -----------------------------------------------------     -----        -----        -----        -----
<S>                                                       <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                      $1.00        $1.00        $1.00        $1.00
- -----------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------------------------
  Net investment income                                    0.03         0.03         0.04         0.06
- -----------------------------------------------------
LESS DISTRIBUTIONS
- -----------------------------------------------------
  Dividends to shareholders from net investment
  income                                                  (0.03)       (0.03)       (0.04)       (0.06)
- -----------------------------------------------------     -----        -----        -----        -----
NET ASSET VALUE, END OF PERIOD                            $1.00        $1.00        $1.00        $1.00
- -----------------------------------------------------     -----        -----        -----        -----
TOTAL RETURN**                                             3.16%        2.64%        3.61%        5.90%
- -----------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------------------------
  Expenses                                                 0.59%        0.58%        0.70%        0.51%(a)
- -----------------------------------------------------
  Net investment income                                    3.30%        2.60%        3.49%        5.65%(a)
- -----------------------------------------------------
  Expense waiver/reimbursement (b)                         0.18%        0.20%        0.11%        0.27%(a)
- -----------------------------------------------------
SUPPLEMENTAL DATA
- -----------------------------------------------------
  Net assets, end of period (000 omitted)                 $304,285     $152,921     $163,451     $129,959
- -----------------------------------------------------
</TABLE>

 * Reflects operations for the period from October 16, 1990 (date of initial
   public investment) to September 30, 1991.

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

(a) Computed on an annualized basis.

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


THE MONEY MARKET FUND
(FORMERLY MONEY MARKET FUND)
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Deloitte & Touche LLP, the Fund's
independent auditors. Their report dated November 11, 1994, on the Fund's
Financial Statements is incorporated by reference to the Annual Report dated
September 30, 1994. This table should be read in conjunction with the Fund's
Financial Statements and Notes thereto, which may be obtained from the Fund.

<TABLE>
<CAPTION>
                                                                    YEAR ENDED SEPTEMBER 30,
                                                          --------------------------------------------
                  INVESTMENT SHARES                       1994         1993         1992         1991*
- -----------------------------------------------------     -----        -----        -----        -----
<S>                                                       <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                      $1.00        $1.00        $1.00        $1.00
- -----------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------------------------
  Net investment income                                    0.03         0.03         0.04         0.06
- -----------------------------------------------------
LESS DISTRIBUTIONS
- -----------------------------------------------------
  Dividends to shareholders from net investment
  income                                                  (0.03)       (0.03)       (0.04)       (0.06)
- -----------------------------------------------------     -----        -----        -----        -----
NET ASSET VALUE, END OF PERIOD                            $1.00        $1.00        $1.00        $1.00
- -----------------------------------------------------     -----        -----        -----        -----
TOTAL RETURN**                                             3.10%        2.77%        3.79%        5.92%
- -----------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------------------------
  Expenses                                                 0.80%        0.64%        0.64%        0.51%(a)
- -----------------------------------------------------
  Net investment income                                    3.07%        2.68%        3.64%        5.99%(a)
- -----------------------------------------------------
  Expense waiver/reimbursement (b)                         0.25%        0.30%        0.29%        0.36%(a)
- -----------------------------------------------------
SUPPLEMENT DATA
- -----------------------------------------------------
  Net assets, end of period (000 omitted)                 $15,236      $9,905       $5,803          $1
- -----------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                    YEAR ENDED SEPTEMBER 30,
                                                          --------------------------------------------
                    TRUST SHARES                          1994         1993         1992         1991*
- -----------------------------------------------------     -----        -----        -----        -----
<S>                                                       <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                      $1.00        $1.00        $1.00        $1.00
- -----------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------------------------
  Net investment income                                    0.03         0.03         0.04         0.06
- -----------------------------------------------------
LESS DISTRIBUTIONS
- -----------------------------------------------------
  Dividends to shareholders from net investment
  income                                                  (0.03)       (0.03)       (0.04)       (0.06)
- -----------------------------------------------------     -----        -----        -----        -----
NET ASSET VALUE, END OF PERIOD                            $1.00        $1.00        $1.00        $1.00
- -----------------------------------------------------     -----        -----        -----        -----
TOTAL RETURN**                                             3.35%        2.89%        3.79%        5.92%
- -----------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------------------------
  Expenses                                                 0.55%        0.50%        0.64%        0.51%(a)
- -----------------------------------------------------
  Net investment income                                    3.25%        2.83%        3.64%        5.99%(a)
- -----------------------------------------------------
  Expense waiver/reimbursement (b)                         0.25%        0.30%        0.29%        0.36%(a)
- -----------------------------------------------------
SUPPLEMENTAL DATA
- -----------------------------------------------------
  Net assets, end of period (000 omitted)                 $132,445     $134,397     $136,616     $57,432
- -----------------------------------------------------
</TABLE>

 * Reflects operations for the period from October 16, 1990 (date of initial
   public investment) to September 30, 1991.

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

(a) Computed on an annualized basis.

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


THE TAX-FREE MONEY MARKET FUND
(FORMERLY TAX-FREE MONEY MARKET FUND)
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Deloitte & Touche LLP, the Fund's
independent auditors. Their report dated November 11, 1994, on the Fund's
Financial Statements is incorporated by reference to the Annual Report dated
September 30, 1994. This table should be read in conjunction with the Fund's
Financial Statements and Notes thereto, which may be obtained from the Fund.

<TABLE>
<CAPTION>
                                                                           PERIOD ENDED
                                                                          SEPTEMBER 30,
                                                                              1994*
                                                                          --------------
<S>                                                                       <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                          $ 1.00
- ----------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------------
  Net investment income                                                         0.01
- ----------------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------------
  Dividends to shareholders from net investment income                         (0.01)
- ----------------------------------------------------------------------     ---------
NET ASSET VALUE, END OF PERIOD                                                $ 1.00
- ----------------------------------------------------------------------     ---------
TOTAL RETURN**                                                                  0.45%
- ----------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------------
  Expenses                                                                      0.36%(a)
- ----------------------------------------------------------------------
  Net investment income                                                         2.65%(a)
- ----------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                              0.70%(a)
- ----------------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                    $21,967
- ----------------------------------------------------------------------
</TABLE>

 * Reflects operations for the period from July 27, 1994 (date of initial public
   investment) to September 30, 1994.

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

(a) Computed on an annualized basis.

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


INVESTMENT OBJECTIVE AND POLICIES OF EACH FUND
- --------------------------------------------------------------------------------

The investment objective and policies of each Fund appear below. The investment
objective of a Fund cannot be changed without the approval of holders of a
majority of that Fund's shares. While there is no assurance that a Fund will
achieve its investment objective, it endeavors to do so by following the
investment policies described in this prospectus.

Unless indicated otherwise, the investment policies of a Fund may be changed by
the Trustees without approval of shareholders. Shareholders will be notified
before any material change in these policies becomes effective.

Additional information about investment limitations, strategies that one or more
Funds may employ, and certain investment policies mentioned below, appear in the
"Portfolio Investments and Strategies" section of this Prospectus and in the
Combined Statement of Additional Information.

THE U.S. GOVERNMENT SECURITIES FUND

The investment objective of The U.S. Government Securities Fund is to provide
current income.

ACCEPTABLE INVESTMENTS.  The Fund pursues its investment objective by investing
primarily in securities which are primary or direct obligations of the U.S.
government or its instrumentalities or which are guaranteed by the U.S.
government, its agencies, or instrumentalities. The Fund may also invest in
certain collateralized mortgage obligations ("CMOs") and adjustable rate
mortgage securities ("ARMS"), both of which represent or are supported by direct
or indirect obligations of the U.S. government or its instrumentalities. The
Fund will invest, under normal circumstances, at least 65% of the value of its
total assets in U.S. government securities (including such CMOs and ARMS).

The U.S. government securities in which the Fund invests include:

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

     - notes, bonds, and discount notes of U.S. government agencies or
       instrumentalities, such as the: Farm Credit System, including the
       National Bank for Cooperatives, Farm Credit Banks, and Banks for
       Cooperatives; Farmers Home Administration; Federal Home Loan Banks;
       Federal Home Loan Mortgage Corporation; Federal National Mortgage
       Association; Government
       National Mortgage Association; and Student Loan Marketing Association.

The obligations of U.S. government agencies or instrumentalities which the Fund
may buy are backed, in a variety of ways, by the U.S. government or its agencies
or instrumentalities. Some of these obligations such as Government National
Mortgage Association mortgage-backed securities and obligations of the Farmers
Home Administration, are backed by the full faith and credit of the U.S.
Treasury. Obligations of the Farmers' Home Administration are also backed by the
issuer's right to borrow from the U.S. Treasury. Obligations of Federal Home
Loan Banks and the Farmers' Home Administration are backed by the discretionary
authority of the U.S. government to purchase certain obligations of agencies or
instrumentalities. Obligations of Federal Home Loan Banks, Farmers' Home
Administration, Federal Farm Credit Banks, Federal National Mortgage
Association, and Federal Home Loan Mortgage Corporation are backed by the credit
of the agency or instrumentality issuing the obligations.

CMOS.  The Fund may also invest in CMOs which are rated AAA or better by a
nationally recognized rating agency and which are issued by private entities
such as investment banking firms and companies related to the construction
industry. The CMOs in which the Fund may invest may be: (i) privately issued
securities which are collateralized by pools of mortgages in which each mortgage
is guaranteed as to payment of principal and interest by an agency or
instrumentality of the U.S. government; (ii) privately issued securities which
are collateralized by pools of mortgages in which payment of principal and
interest are guaranteed by the issuer and such guarantee is collateralized by
U.S. government securities; and (iii) other privately issued securities in which
the proceeds of the issuance are invested in mortgage-backed securities and
payment of the principal and interest are supported by the credit of an agency
or instrumentality of the U.S. government. The mortgage-related securities
provide for a periodic payment consisting of both interest and principal. The
interest portion of these payments will be distributed by the Fund as income,
and the capital portion will be reinvested.


ARMS.  ARMS are pass-through mortgage securities with adjustable rather than
fixed interest rates. The ARMS in which the Fund invests are issued by
Government National Mortgage Association ("GNMA"), Federal National Mortgage
Association ("FNMA"), and Federal Home Loan Mortgage Corporation ("FHLMC") and
are actively traded. The underlying mortgages which collateralize ARMS issued by
GNMA are fully guaranteed by the Federal Housing Administration ("FHA") or
Veterans Administration ("VA"), while those collateralizing ARMS issued by FHLMC
or FNMA are typically conventional residential mortgages conforming to strict
underwriting size and maturity constraints.

Unlike conventional bonds, ARMS pay back principal over the life of the ARMS
rather than at maturity. Thus, a holder of the ARMS, such as the Fund, would
receive monthly scheduled payments of principal and interest, and may receive
unscheduled principal payments representing payments on the underlying
mortgages. At the time that a holder of the ARMS reinvests the payments and any
unscheduled prepayments of principal that it receives, the holder may receive a
rate of interest which is actually lower than the rate of interest paid on the
existing ARMS. As a consequence, ARMS may be a less effective means of "locking
in" long-term interest rates than other types of U.S. government securities.

THE STOCK FUND

The investment objective of The Stock Fund is to provide growth of capital and
income.

ACCEPTABLE INVESTMENTS.  The Fund pursues its investment objective by investing
in common stocks of large, medium and small capitalization companies which are
either listed on the New York or American Stock Exchanges or trade in the
over-the-counter markets. The Fund's investment approach is based upon the
conviction that, over the long term, the economy will continue to expand and
develop and that this economic growth will be reflected in the growth of the
revenues and earnings of publicly held corporations. The securities in which the
Fund invests include, but are not limited to, the following securities.

COMMON STOCKS.  The Fund invests primarily in common stocks of companies
selected by the Fund's investment adviser on the basis of investment research
techniques, including assessment of earnings and dividend growth prospects of
the companies. Factors such as product position, market share, potential
earnings growth, or asset values will be considered by the investment adviser.
At least 65% of the Fund's portfolio will be invested in common stocks, unless
it is in a defensive position.

OTHER CORPORATE SECURITIES.  The Fund may invest in preferred stocks, corporate
bonds, notes, warrants, rights, and convertible securities of these companies.
The Fund will only invest in convertible securities rated BBB or higher by
Standard & Poor's Ratings Group ("S&P") or Baa or higher by Moody's Investor's
Service, Inc. ("Moody's"). Bonds rated BBB by S&P or Baa by Moody's have
speculative characteristics. Changes in economic conditions or other
circumstances are more likely to lead to weakened capacity to make principal and
interest payments than higher rated bonds.

COMMERCIAL PAPER.  The Fund may invest in commercial paper rated A-1 by S&P, or
Prime-1 by 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").  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 Fund's 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 Fund's rate of portfolio turnover may exceed that of
certain other mutual funds with the same investment objective. A higher rate of
portfolio turnover involves correspondingly greater transaction expenses which
must be borne directly by the Fund and, thus,


indirectly by its shareholders. In addition, a high rate of portfolio turnover
may result in the realization of larger amounts of capital gains which, when
distributed to the Fund's shareholders, are taxable to them. (Further
information is contained in the Fund's Statement of Additional Information
within the sections "Brokerage Transactions" and "Tax Status"). Nevertheless,
transactions for the Fund's portfolio will be based only upon investment
considerations and will not be limited by any other considerations when the
Fund's investment adviser deems it appropriate to make changes in the Fund's
portfolio.

INVESTMENT CONSIDERATIONS.  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.

THE VIRGINIA MUNICIPAL BOND FUND AND THE MARYLAND MUNICIPAL BOND FUND

The investment objective of The Virginia Municipal Bond Fund and The Maryland
Municipal Bond Fund is to provide current income which is exempt from federal
regular income tax and the personal income tax imposed by the Commonwealth of
Virginia and the State of Maryland, respectively. (Federal regular income tax
does not include the federal individual alternative minimum tax or the federal
alternative minimum tax for corporations.)

ACCEPTABLE INVESTMENTS.  Each Fund pursues its investment objective by investing
in a professionally managed portfolio of securities at least 65% of which is
comprised of Virginia municipal bonds or Maryland municipal bonds, as the case
may be. Each Fund will invest its assets so that, under normal circumstances, at
least 80% of its annual interest income is exempt from federal regular and
Virginia or Maryland state income taxes, respectively, or that at least 80% of
its net assets are invested in obligations, the interest income from which is
exempt from federal regular and Virginia or Maryland state income taxes,
respectively.

The municipal securities in which each Fund invests are debt obligations,
including industrial development bonds, issued on behalf of the Commonwealth of
Virginia or the State of Maryland, as the case may be, or the political
subdivisions or agencies of each respective state. In addition, each Fund may
invest in debt obligations issued by or on behalf of any state, territory or
possession of the United States, including the District of Columbia, or any
political subdivision or agency or any of these and participation interests in
any of the above obligations, the interest from which is, in the opinion of bond
counsel for the issuers or in the opinion of officers of the relevant Fund
and/or the investment adviser to the relevant Fund, exempt from federal regular
income tax and the personal income tax imposed by the Commonwealth of Virginia
or the State of Maryland, as the case may be.

     CHARACTERISTICS. The debt securities in which each Fund invests will only
     be rated investment grade or of comparable quality at the time of purchase.
     The municipal securities which each Fund buys have essentially the same
     characteristics assigned by Moody's and S&P to investment grade bonds.
     Investment grade bonds are rated Baa, A, Aa, Aaa by Moody's, or BBB, A, AA,
     AAA by S&P. Bonds rated "Baa" by Moody's or "BBB" by S&P have speculative
     characteristics. Changes in economic conditions or other circumstances are
     more likely to lead to weakened capacity to make principal and interest
     payments than higher rated bonds. In certain cases, the Funds' adviser may
     choose bonds which are unrated, if it judges the bonds to have the same
     characteristics as investment grade bonds. If a security's rating is
     reduced below the required minimum after a Fund has purchased it, that Fund
     is not required to sell the security, but may consider doing so. A
     description of the ratings categories is contained in the Appendix to the
     Combined Statement of Additional Information.


THE TREASURY MONEY MARKET FUND

The investment objective of The Treasury Money Market Fund is to provide current
income consistent with stability of principal.

ACCEPTABLE INVESTMENTS. The Fund pursues its investment objective by investing
only in a portfolio of short-term U.S. Treasury obligations which are issued by
the U.S. government and are fully guaranteed as to principal and interest by the
United States. They mature in 397 days or less from the date of acquisition
unless they are purchased under a repurchase agreement that provides for
repurchase by the seller within one year from the date of acquisition. The
average maturity of these securities computed on a dollar-weighted basis, will
be 90 days or less.

THE MONEY MARKET FUND

The investment objective of The Money Market Fund is to provide current income
consistent with stability of principal.

ACCEPTABLE INVESTMENTS. The Fund pursues its investment objective by investing
primarily in a diversified portfolio of money market instruments maturing in 397
days or less. The average maturity of these securities, computed on a
dollar-weighted basis, will be 90 days or less. The Fund invests in high quality
money market instruments that are either rated in the highest short-term rating
category by one or more nationally recognized statistical rating organization
("NRSROs") or of comparable quality to securities having such ratings. Examples
of these instruments include, but are not limited to:

     - domestic issues of corporate debt obligations, including variable rate
       demand notes;

     - commercial paper (including Canadian Commercial Paper and Europaper);

     - certificates of deposit, demand and time deposits, bankers' acceptances
       and other instruments of domestic and foreign banks and other deposit
       institutions ("Bank Instruments");

     - short-term credit facilities, such as demand notes;

     - asset-backed securities;

     - obligations issued or guaranteed as to payment of principal and interest
       by the U.S. government or one of its agencies or instrumentalities
       ("Government Securities"); and

     - other money market instruments.

The Fund invests only in instruments denominated and payable in U.S. dollars.

     BANK INSTRUMENTS. The Fund only invests in Bank Instruments either issued
     by an institution having capital, surplus and undivided profits over $100
     million or insured by BIF or SAIF. Bank Instruments may include ECDs,
     Yankee CDs and ETDs. The Fund will treat securities credit enhanced with a
     bank's letter of credit as Bank Instruments.

     SHORT-TERM CREDIT FACILITIES. Demand notes are short-term borrowing
     arrangements between a corporation and an institutional lender (such as the
     Fund) payable upon demand by either party. The notice period for demand
     typically ranges from one to seven days, and the party may demand full or
     partial payment. The Fund may also enter into, or acquire participations
     in, short-term revolving credit facilities with corporate borrowers. Demand
     notes and other short-term credit arrangements usually provide for floating
     or variable rates of interest.

     ASSET-BACKED SECURITIES. Asset-backed securities are securities issued by
     special purpose entities whose primary assets consist of a pool of loans or
     accounts receivable. The securities may take the form of beneficial
     interest in a special purpose trust, limited partnership interests or
     commercial paper or other debt securities issued by a special purpose
     corporation. Although the securities often have some form of credit or
     liquidity enhancement, payments on the securities depend predominately upon
     collections of the loans and receivables held by the issuer.

RATINGS. An NRSRO's highest rating category is determined without regard for
sub-categories and gradations. For example, securities rated A-1 or A-1+ by S&P,
Prime-1 by Moody's or F-1 (+ or --) by Fitch are all considered rated in the
highest short-term rating category. The Fund will follow applicable regulations
in determining whether a security rated by more than one NRSRO can be treated as
being in the highest short-term rating category; currently, such securities must
be rated by two NRSROs in their highest rating category. See "Regulatory
Compliance."


THE TAX-FREE MONEY MARKET FUND

The investment objective of The Tax-Free Money Market Fund is current income
exempt from federal income tax consistent with stability of principal and
liquidity.

ACCEPTABLE INVESTMENTS. The Fund pursues its investment objective by investing
in a portfolio of municipal securities (as defined below) maturing in 13 months
or less. As a matter of investment policy, which cannot be changed without
shareholder approval, at least 80% of the Fund's annual interest income will be
exempt from federal income tax (including alternative minimum tax). The average
maturity of the securities in the Fund's portfolio, computed on a
dollar-weighted basis, will be 90 days or less.

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

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

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

     - municipal commercial paper and other short-term notes;

     - variable rate demand notes;

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

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

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

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

RATINGS. The municipal securities in which the Fund invests must be rated in one
of the two highest short-term rating categories by one or more NRSRO or be of
comparable quality to securities having such ratings. The Fund will follow
applicable regulations in determining whether a security rated by more than one
NRSRO can be treated as being in one of the two highest short-term rating
categories; currently, such securities must be rated by two NRSROs in one of
their two highest rating categories. See "Regulatory Compliance."

INVESTMENT LIMITATIONS

The Funds' investment limitations are discussed below under "Borrowing Money",
"Selling Short", "Restricted and Illiquid Securities", "Diversification",
"Investing in New Issuers", and "Acquiring Securities."

PORTFOLIO INVESTMENTS AND STRATEGIES
- --------------------------------------------------------------------------------

REGULATORY COMPLIANCE

The Treasury Money Market Fund, The Money Market Fund and The Tax-Free Money
Market Fund may follow non-fundamental operational policies that are more
restrictive than their fundamental investment limitations, as set forth in this
prospectus and their Combined Statement of Additional Information, in order to
comply with applicable laws and regulations, including the provisions of and
regulations under the Investment Company Act of 1940, as amended. In particular,
the Funds will comply with the various requirements of Rule 2a-7, which
regulates money market mutual funds. The


Treasury Money Market Fund, The Money Market Fund, and The Tax-Free Money Market
Fund will also determine the effective maturity of their respective investments,
as well as their ability to consider a security as having received the requisite
short-term ratings by NRSROs, according to Rule 2a-7. The Funds may change these
operational policies to reflect changes in the laws and regulations without the
approval of their shareholders.

BORROWING MONEY

Except for The Tax-Free Money Market Fund the Funds will not borrow money
directly or through reverse repurchase agreements (arrangements in which a 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, a 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. The Tax-Free Money Market Fund may borrow up to one-third of
the value of its total assets, including the amount borrowed. The Tax-Free Money
Market Fund will not purchase any securities while borrowings in excess of 5% of
the value of its total assets are outstanding. These policies cannot be changed
without the approval of holders of a majority of a Fund's Shares.

SELLING SHORT

With respect to The U.S. Government Securities Fund and The Stock Fund, the
Funds 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 a Fund's Shares.

RESTRICTED AND ILLIQUID SECURITIES

The Funds may invest in restricted securities. Restricted securities are any
securities in which a Fund may invest pursuant to its investment objective and
policies, but which are subject to restriction on resale under federal
securities law. The Funds will not invest more than 10% of the value of their
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). In the case of The U.S.
Government Securities Fund, The Stock Fund and The Money Market Fund 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 a Fund's Shares.

The U.S. Government Securities Fund, The Stock Fund, The Virginia Municipal Bond
Fund, and The Maryland Municipal Bond Fund will not invest more than 15 % of
their net assets in illiquid securities. The Treasury Money Market Fund, The
Money Market Fund, and The Tax-Free Money Market Fund will not invest more than
10% of their net assets in illiquid securities.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

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

The Trust may dispose of a commitment prior to settlement if the adviser deems
it appropriate to do so. In addition, the Trust may enter in 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 Trust may realize short-term profits or losses upon the sale of such
commitments.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

The Funds, except for The Tax-Free Money Market 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 Funds 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, and therefore, any investment by a Fund in shares of another
investment company would be subject to certain duplicate expenses, particularly
transfer agent and custodian fees. 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, The U.S. Government Securities
Fund, The Stock Fund and The Money Market 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 a Fund's Shares.

NON-DIVERSIFICATION

The Virginia Municipal Bond Fund, The Maryland Municipal Bond Fund, The Treasury
Money Market Fund, and The Tax-Free Money Market Fund are non-diversified
investment companies, as defined by the Investment Company Act of 1940, as
amended. As such, there is no limit on the percentage of assets which can be
invested in any single issuer. An investment in the Funds, therefore, will
entail greater risk than would exist in a diversified investment company because
the higher percentage of investments among fewer issuers may result in greater
fluctuation in the total market value of each Fund's portfolio. Any economic,
political or regulatory developments affecting the value of the securities in
each Fund's portfolio will have a greater impact on the total value of the
portfolio than would be the case if the portfolio were diversified among more
issuers.

To meet federal tax requirements for qualifications as a "regulated investment
company" the Funds will limit their investments so at the close of each quarter
of each fiscal year: (a) with regard to at least 50% of their respective total
assets no more than 5% of their respective total assets are invested in the
securities of a single issuer, and (b) no more than 25% of their respective
total assets are invested in the securities of a single issuer.

INVESTING IN NEW ISSUERS

The U.S. Government Securities Fund, The Stock Fund, The Money Market Fund, and
The Tax-Free Money Market Fund will not invest more than 5% of their total
assets in securities of issuers that have records of less than three years of
continuous operations including the operation of any predecessor. The Virginia
Municipal Bond Fund and The Maryland Municipal Bond Fund will not invest more
than 5% of their total assets in industrial development bonds, the principal and
interest of which are paid by companies (or guarantors, where applicable) which
have an operating history of less than three years.

REPURCHASE AGREEMENTS

The securities in which the Funds invest 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 a 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 a Fund, that 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 U.S. Government Securities Fund, The
Stock Fund, The Treasury Money Market Fund and The Money Market Fund, may lend
portfolio securities on a short-term or a long-term basis up to one-third of the
value of their respective total assets to broker/dealers, banks, or other
institutional borrowers of securities. A 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.


ACQUIRING SECURITIES

The U.S. Government Securities Fund and The Stock 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 Stock Fund and The Money Market Fund's 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 a Fund.

VARIABLE RATE DEMAND NOTES

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

CREDIT ENHANCEMENT

Certain of The Money Market Fund's and The Tax-Free Money Market Fund's
acceptable investments may have been credit enhanced by a guaranty, letter of
credit or insurance. A Fund typically evaluates the credit quality and ratings
of credit enhanced securities based upon the financial condition and ratings of
the party providing the credit enhancement (the "credit enhancer"), rather than
the issuer. Generally, a Fund will not treat credit enhanced securities as
having been issued by the credit enhancer for diversification purposes. However,
under certain circumstances applicable regulations may require a Fund to treat
the securities as having been issued by both the issuer and credit enhancer. The
bankruptcy, receivership or default of the credit enhancer will adversely affect
the quality and marketability of the underlying security.

DEMAND FEATURES

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


PARTICIPATION INTERESTS

The Virginia Municipal Bond Fund, The Maryland Municipal Bond Fund, and The
Tax-Free Money Market Fund may purchase participation interests from financial
institutions such as commercial banks, savings and loan associations and
insurance companies. These participation interests give the Funds an undivided
interest in municipal securities. The financial institutions from which the
Funds purchase participation interests frequently provide or secure irrevocable
letters of credit or guarantees to assure that the participation interests are
of good quality. The Board of Trustees will determine that participation
interests meet the prescribed quality standards for the Funds.

VARIABLE RATE MUNICIPAL SECURITIES

Some of the municipal securities which The Virginia Municipal Bond Fund and The
Maryland Municipal Bond Fund purchase may have variable interest rates. Variable
interest rates are ordinarily stated as a percentage of the prime rate of a bank
or some similar standard, such as the 91-day U.S. Treasury bill rate. Many
variable rate municipal securities are subject to repayment of principal on
demand by the Funds (usually in not more than seven days). While some variable
rate municipal securities without this demand feature may not be considered
liquid by the Fund's adviser, the Fund's investment limitations provide that it
will invest no more than 15% of its total assets in illiquid securities. All
variable rate municipal securities will meet the quality standards for the
Funds. The investment adviser has been instructed by the Board of Trustees to
monitor the pricing, quality and liquidity of the variable rate municipal
securities, including participation interests, held by the Funds on the basis of
published financial information and reports of the rating agencies and other
analytical services.

MUNICIPAL LEASES

The Virginia Municipal Bond Fund, The Maryland Municipal Bond Fund, and The
Tax-Free Money Market Fund may purchase municipal securities in the form of
municipal leases which are obligations issued by state and local governments or
authorities to finance the acquisition of equipment and facilities. Municipal
leases may take the form of a lease, an installment purchase contract, a
conditional sales contract, or a participation certificate in any of the above.
Lease obligations may be subject to periodic appropriation. If the entity does
not appropriate funds for future lease payments, the entity cannot be compelled
to make such payments. In the event of failure of appropriation, unless the
participation interests are credit enhanced, it is unlikely that the
participants would be able to obtain an acceptable substitute.

TEMPORARY INVESTMENTS

From time to time, during periods of other than normal market conditions, The
Virginia Municipal Bond Fund, The Maryland Municipal Bond Fund, and The Tax-Free
Money Market Fund may invest in short-term tax-exempt or taxable temporary
investments. These temporary investments include: notes issued by or on behalf
of municipal or corporate issuers; tax-free commercial paper; other temporary
municipal securities; obligations issued or guaranteed by the U.S. government,
its agencies or instrumentalities; other debt securities; commercial paper;
certificates of deposit of banks; and repurchase agreements (arrangements in
which an organization selling a Fund a security agrees at the time of sale to
repurchase it at a mutually agreed upon time and price).

Except for The Tax-Free Money Market Fund, there are no rating requirements
applicable to temporary investments. However, the investment adviser will limit
temporary investments to those it considers to be of good quality. Temporary
investments held by The Tax-Free Money Market Fund must be rated in one of the
two highest short-term rating categories by one or more NRSRO.

Although each Fund is permitted to make taxable, temporary investments, there is
no current intention of generating income subject to federal regular income tax
or Virginia or Maryland personal income tax.

MUNICIPAL SECURITIES

The Virginia Municipal Bond Fund, The Maryland Municipal Bond Fund, and The
Tax-Free Money Market Fund invest principally in municipal securities. Municipal
securities are generally issued to finance public works, such as airports,
bridges, highways, housing, hospitals, mass transportation projects, schools,
streets, and water and sewer works. They are also issued to repay outstanding


obligations, to raise funds for general operating expenses and to make loans to
other public institutions and facilities.

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

The two principal classifications of municipal securities are "general
obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its full faith and credit and taxing power for the payment of
principal and interest. Interest on and principal of revenue bonds, however, are
payable only from the revenue generated by the facility financed by the bond or
other specified sources of revenue. Revenue bonds do not represent a pledge of
credit or create any debt off or charge against the general revenues of a
municipality or public authority. Industrial development bonds are typically
classified as revenue bonds.

INVESTMENT RISKS. Yields on municipal securities depend on a variety of factors,
including: the general conditions of the municipal bond market; the size of the
particular offering; the maturity of the obligations; and the rating of the
issue. Further, with respect to The Virginia Municipal Bond Fund and The
Maryland Municipal Bond Fund, any adverse economic conditions or developments
affecting the Commonwealth of Virginia, the state of Maryland, or their
municipalities could impact a Fund's portfolio. The ability of The Virginia
Municipal Bond Fund, The Maryland Municipal Bond Fund, and The Tax-Free
Money-Market Fund to achieve their investment objectives also depends on the
continuing ability of the issuers of municipal securities and participation
interests, or the guarantors of either, to meet their obligations for the
payment of interest and principal when due. With respect to The Virginia
Municipal Bond Fund and The Maryland Municipal Bond Fund, investing in Virginia
and Maryland municipal securities which meet a Fund's quality standards may not
be possible if the Commonwealth of Virginia, the state of Maryland, or their
municipalities do not maintain their current credit ratings. In addition,
certain Virginia or Maryland constitutional amendments, legislative measures,
executive orders, administrative regulations and voter initiatives could result
in adverse consequences affecting Virginia and Maryland municipal securities. In
addition, from time to time, the supply of municipal securities acceptable for
purchase by The Virginia Municipal Bond Fund, The Maryland Municipal Bond Fund,
and The Tax-Free Money Market Fund, could become limited.

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

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

FUTURES CONTRACTS AND OPTIONS TO BUY OR SELL SUCH CONTRACTS

The Virginia Municipal Bond Fund and The Maryland Municipal Bond Fund reserve
the right to enter into interest rate futures contracts as a hedge without
shareholder action. Before the Funds begin using this investment technique,
shareholders will be notified.


   
THE VIRTUS 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 Trust are made by Virtus
Capital Management, Inc., the Trust's investment adviser (the "Adviser"),
subject to direction by the Trustees. The Adviser continually conducts
investment research and supervision for each Fund and is responsible for the
purchase or sale of portfolio instruments, for which it receives an annual fee
from the assets of each Fund.
    

     ADVISORY FEES.  The Adviser receives an annual investment advisory fee at
     annual rates equal to percentages of the relevant Fund's average net assets
     as follows: The Treasury Money Market Fund, The Money Market Fund, and The
     Tax-Free Money Market Fund--.50%; and The U.S. Government Securities Fund,
     The Stock Fund, The Virginia Municipal Bond Fund and The Maryland Municipal
     Bond Fund--.75%. The fee paid by The U.S. Government Securities Fund, The
     Stock Fund, The Virginia Municipal Bond Fund and The Maryland Municipal
     Bond 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 with respect to
     a Fund at its sole discretion. The Adviser has also undertaken to reimburse
     the Funds for operating expenses in excess of limitations established by
     certain states.

   
     ADVISER'S BACKGROUND.  Virtus Capital Management, Inc., a Maryland
     corporation formed in 1995, is 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. Virtus Capital Management, Inc. on March 1, 1995 succeeded to the
     business of the Trust's former investment adviser, Signet Asset Management
     (a division of Signet Trust Company), by virtue of a corporate
     reorganization within the Signet holding company system. Signet Asset
     Management had managed The Virtus Funds since their inception in 1990.
     Since those persons at Signet Asset Management who were responsible for
     managing the Funds' assets have similar responsibilities to the Funds as
     employees of Virtus Capital Management, Inc., the reorganization will have
     no effect on the operations of the Fund. As successor to the business of
     Signet Asset Management, Virtus Capital Management, Inc., which is a
     registered investment adviser, will manage, in addition to the Funds, three
     equity common trust funds with $39 million in assets and three fixed income
     common trust funds with $221 million in assets. As part of their regular
     banking operations, Signet Bank may make loans to public companies. Thus,
     it may be possible, from time to time, for the Funds to hold or acquire the
     securities of issuers which are also lending clients of Signet Bank. The
     lending relationship will not be a factor in the selection of securities.
    

   
     E. Christian Goetz has managed The U.S. Government Securities Fund since
     August, 1991, and The Maryland Municipal Bond Fund and The Virginia
     Municipal Bond Fund since November 1994. Mr. Goetz is a Chartered Financial
     Analyst, and is currently Vice President of Signet Trust Company and
     Director of Fixed Income Investments for Virtus Capital Management, Inc.,
     where he has been a fixed income portfolio manager since 1990. Prior to
     joining Virtus Capital Management, Inc., Mr. Goetz had been a foreign and
     domestic bond portfolio manager with Central Fidelity Bank, Richmond,
     Virginia, since 1988.
    

   
     Garry M. Allen has managed The Stock Fund since July 1994. 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 Virtus
     Capital Management, Inc. Prior to joining Virtus Capital Management, Inc.,
     Mr. Allen had been 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 SHARES OF THE FUNDS

Federated Securities Corp. is the principal distributor for Shares of the Funds.
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.  According to the provisions of a distribution plan adopted
pursuant to Investment Company Act Rule 12b-1, the distributor may select
brokers and dealers to provide distribution and administrative services as to
Shares of the Funds. The distributor may also select administrators (including
financial institutions, fiduciaries, custodians for public funds and investment
advisers) to provide administrative services. 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 Shares; assisting clients in
changing dividend options, account designations, and addresses; and providing
such other services as each Fund reasonably requests for its Shares.

Brokers, dealers, and administrators will receive fees based upon Shares 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 Board
of Trustees, provided that for any period the total amount of fees representing
an expense to the Trust shall not exceed an annual rate of .25 of 1% of the
average net asset value of Shares of The U.S. Government Securities Fund, The
Stock Fund, The Virginia Municipal Bond Fund and The Maryland Municipal Bond
Fund, and .35 of 1% of the average net asset value of Shares of The Treasury
Money Market Fund, The Money Market Fund, and The Tax-Free Money Market Fund
held in the accounts during the period for which the brokers, dealers, and
administrators provide services. Any fees paid by the distributor with respect
to Shares of a Fund pursuant to the distribution plan will be reimbursed by the
Trust from the assets of the Shares of that Fund.

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 Funds. Such payments will be
predicated upon the amount of shares of the Funds that are sold by the dealer.
Such payments, if made, will be in addition to amounts paid under the
distribution plan and will not be an expense of a Fund.

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

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

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


ADMINISTRATION OF THE FUNDS

ADMINISTRATIVE SERVICES.  Federated Administrative Services, a subsidiary of
Federated Investors, provides the Funds with certain administrative personnel
and services necessary to operate each Fund and the separate classes. 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 NET
             ADMINISTRATIVE FEE                      ASSETS OF THE TRUST
     -----------------------------------     -----------------------------------
     <S>                                     <C>
                 .150 of 1%                       on the first $250 million
                 .125 of 1%                       on the next $250 million
                 .100 of 1%                       on the next $250 million
                 .075 of 1%                  on assets in excess of $750 million
</TABLE>

The administrative fee received during any fiscal year shall be at least $50,000
per Fund; however, this requirement was waived by the administrator for the year
ended September 30, 1994. 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 Funds. Under the Custodian Agreement, Signet Trust
Company holds the Funds' 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 Funds and
dividend disbursing agent for the Funds.

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

EXPENSES OF THE FUNDS AND INVESTMENT SHARES

Each Fund pays all of its own expenses and its allocable share of the Trust's
expenses.

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

Each Fund's expenses for which holders of Shares may pay their allocable portion
include, but are not limited to: registering each Fund and Shares of the Fund;
investment advisory services; taxes and commissions; custodian fees; insurance
premiums; auditors' fees; and such nonrecurring and extraordinary items as may
arise.

In addition, the Board of Trustees reserves the right to allocate certain other
expenses to holders of Shares as it deems appropriate ("Class Expenses"). In any
case, Class Expenses would be limited to: distribution fees; transfer agent fees
as identified by the transfer agent as attributable to holders of Shares;
printing and postage expenses related to preparing and distributing materials
such as shareholder reports, prospectuses and proxies to current shareholders;
registration fees paid to the Securities and Exchange Commission and
registration fees paid to state securities commissions; expenses related to
administrative personnel and services as required to support holders of Shares;
legal fees relating solely to Shares; and Trustees' fees incurred as a result of
issues relating solely to Shares.

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

With respect to The Treasury Money Market Fund, The Money Market Fund, and The
Tax-Free Money Market Fund, each Fund attempts to stabilize the net asset value
of its Shares at $1.00 by valuing its portfolio securities using the amortized
cost method. The net asset value for Shares is determined by adding the interest
of the Shares in the value of all securities and other assets of the Fund,
subtracting the interest of the Shares in the liabilities of the Fund and those
attributable to Shares and dividing the remainder by the total number of Shares
outstanding. Of course, these Funds cannot guarantee that their net asset value
will always remain at $1.00 per Share.

With respect to The U.S. Government Securities Fund, The Stock Fund, The
Virginia Municipal Bond Fund and The Maryland Municipal Bond Fund, net asset
value per Share fluctuates and is determined by adding the interest of the
Shares in the market value of all securities and other assets of the Fund,
subtracting the interest of the Shares in the liabilities of the Fund and those
attributable to Shares, and dividing the remainder by the total number of Shares
outstanding. The net asset value for Trust Shares may exceed that of Shares due
to the variance in daily net income realized by each class. Such variance will
reflect only accrued net income to which the shareholders of a particular class
are entitled.

INVESTING IN SHARES
- --------------------------------------------------------------------------------

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 Funds may be purchased through Signet Financial Services,
Inc. In connection with the sale of Shares of the Funds, the distributor may
from time to time offer certain items of nominal value to any shareholder or
investor. The Funds reserve the right to reject any purchase request.

With respect to The Treasury Money Market Fund, The Money Market Fund, and The
Tax-Free Money Market Fund, an investor may write or call Signet Financial
Services, Inc. to place an order to purchase Shares of the Funds. (Call
toll-free 1-800-723-9512). Purchase orders must be received by Signet Financial
Services, Inc. before 4:00 p.m. (Eastern time). Payment for Shares of the Funds
may be made by check or by wire. Orders are considered received after payment by
check is converted into federal funds and received by Signet Financial Services,
Inc. Payment must be received by Signet Financial Services, Inc. on the next
business day after placing the order. For orders received by 11:00 a.m. (Eastern
time), shareholders will begin earning dividends on that day provided payment by
wire is received by Signet Financial Services, Inc. by 2:00 p.m. (Eastern time)
on that day.

With respect to The U.S. Government Securities Fund, The Stock Fund, The
Virginia Municipal Bond Fund and The Maryland Municipal Bond Fund, an investor
may write or call Signet Financial Services, Inc. to place an order to purchase
Shares of the Fund. (Call toll-free 1-800-723-9512). Purchase orders must be
received by Signet Financial Services, Inc. before 4:00 p.m. (Eastern time) in
order for Shares to be purchased at that day's public offering price. Payment
for Shares of the Funds may be made by check or by wire. Payment must be
received by Signet Financial Services, Inc. within five days of 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.  With respect to The Treasury Money Market Fund, The Money Market Fund,
and The Tax-Free Money Market Fund, payment by wire must be received by Signet
Financial Services, Inc. before 2:00 p.m. (Eastern time) by the next business
day after placing the order. With respect to The U.S. Government Securities
Fund, The Stock Fund, The Virginia Municipal Bond Fund and The Maryland
Municipal Bond Fund, payment by wire must be received by Signet Financial
Services, Inc. by the fifth business day after placing the order. Shares of the
Funds cannot be purchased by Federal Reserve Wire on Columbus Day, Veterans' Day
or Lee-Jackson-King Day.


SYSTEMATIC INVESTMENT PROGRAM

Once an account has been opened, holders of Shares may add to their investment
on a regular basis in a minimum amount of $100. Under this program, funds may be
automatically withdrawn periodically from the shareholder's checking account and
invested in Shares at the net asset value next determined after an order is
received by Signet Financial Services, Inc., plus the applicable sales charge. 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 Funds are sold at their net asset value next determined after an
order is received. There is no sales charge imposed by the Funds at the time of
purchase.

On Monday through Friday, The U.S. Government Securities Fund, The Stock Fund,
The Virginia Municipal Bond Fund and The Maryland Municipal Bond Fund calculate
net asset value at 4:00 p.m. (Eastern time), while The Treasury Money Market
Fund, The Money Market Fund, and The Tax-Free Money Market Fund calculate net
asset value at 1:00 p.m. (Eastern time), and 4:00 p.m. (Eastern time), except
on: (i) days on which there are not sufficient changes in the value of a Fund's
portfolio securities that its net asset value might be materially affected; (ii)
days during which no shares of a Fund are tendered for redemption and no orders
to purchase shares are received; or (iii) the following holidays: New Year's
Day, 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 Funds, 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.

With respect to The Treasury Money Market Fund, The Money Market Fund, and The
Tax-Free Money Market Fund, monthly confirmations are sent to report
transactions such as purchases and redemptions as well as dividends paid during
the month. With respect to The U.S. Government Securities Fund, The Stock Fund,
The Virginia Municipal Bond Fund and The Maryland Municipal Bond Fund, detailed
confirmations of each purchase or redemption are sent to each shareholder. In
addition, monthly confirmations are sent to report dividends paid during that
month.

DIVIDENDS

With respect to The U.S. Government Securities Fund, The Virginia Municipal Bond
Fund, The Maryland Municipal Bond Fund, The Treasury Money Market Fund, The
Money Market Fund, and The Tax-Free Money Market Fund, dividends are declared
daily and paid monthly.

With respect to The Treasury Money Market Fund, The Money Market Fund, and The
Tax-Free Money Market Fund, Shares purchased by wire before 2:00 p.m. (Eastern
time) begin earning dividends that day. Shares purchased by check begin earning
dividends on the day after the check is converted by Signet Trust Company into
federal funds.

With respect to The Stock Fund, dividends are declared and paid quarterly.

Unless cash payments are requested by shareholders in writing to a 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

With respect to The Treasury Money Market Fund, The Money Market Fund, and The
Tax-Free Money Market Fund, capital gains, if any, could result in an increase
in dividends. Capital losses could result in a decrease in dividends. If, for
some extraordinary reason, a Fund realizes net long-term capital gains, it will
distribute them at least once every 12 months.


With respect to The U.S. Government Securities Fund, The Stock Fund, The
Virginia Municipal Bond Fund and The Maryland Municipal Bond Fund, capital gains
realized by a Fund, if any, will be distributed at least once every 12 months.

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

Holders of Shares 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 Investment 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 a Fund, it may be liable for losses due to
unauthorized or fraudulent telephone instructions.

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

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

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

Each Fund redeems Shares at their net asset value, less any applicable
contingent deferred sales charge, next determined after Signet Financial
Services, Inc. receives the redemption request. Redemptions will be made on days
on which a Fund computes its net asset value. Telephone or written requests for
redemption must be received in proper form by Signet Financial Services, Inc.

BY TELEPHONE.  A shareholder may redeem Shares of a Fund by calling Signet
Financial Services, Inc. to request the redemption. (Call toll free
1-800-444-7123). Shares will be redeemed at the net asset value next determined
after a Fund receives the redemption request from Signet Financial Services,
Inc.


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

With respect to The U.S. Government Securities Fund, The Stock Fund, The
Virginia Municipal Bond Fund and The Maryland Municipal Bond Fund, a redemption
request must be received by Signet Financial Services, Inc. before 4:00 p.m.
(Eastern time) in order for Shares 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 to
be redeemed at that day's net asset value. Signet Financial Services, Inc. is
responsible for promptly submitting redemption requests and providing proper
written redemption instructions to a Fund. Other registered broker/dealers may
charge customary fees and commissions for this service.

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

An authorization form permitting a Fund to accept telephone redemption requests
must first be completed. It is recommended that investors request this privilege
at the time of their initial application. If not completed at the time of
initial application, authorization forms and information on this service can be
obtained through Signet Financial Services, Inc. Telephone redemption
instructions may be recorded. If reasonable procedures are not followed by a
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 a Fund by sending a written request
to Signet Financial Services, Inc. The written request should include the
shareholder's name, the Fund name, the class of shares, 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 a 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
       Exchanges;

     - 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 Funds do not accept signatures guaranteed by a notary public.

The Funds and their transfer agent have adopted standards for accepting
signature guarantees from the above institutions. The Funds may elect in the
future to limit eligible signature guarantors to institutions that are members
of a signature guarantee program. The Funds and their 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--THE U.S. GOVERNMENT SECURITIES FUND,
THE STOCK FUND, THE VIRGINIA MUNICIPAL BOND FUND AND
THE MARYLAND MUNICIPAL BOND FUND

Shareholders redeeming Shares from accounts in the Funds listed above 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 Investment Shares in other Virtus 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) 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; 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.

   
The contingent deferred sales charge is not charged when Fund Shares are
exchanged for shares of any other portfolio of The Virtus Funds or when
redemptions are made by the Fund to liquidate accounts with low balances.
    

CONTINGENT DEFERRED SALES CHARGE--THE TREASURY MONEY MARKET FUND,
THE MONEY MARKET FUND AND THE TAX-FREE MONEY MARKET FUND

   
A contingent deferred sales charge will be imposed only in certain instances in
which the Shares of The Treasury Money Market Fund, The Money Market Fund, or
The Tax-Free Money Market Fund being redeemed were acquired in exchange for
Shares of those other Virtus Funds which charge a contingent deferred sales
charge ("CDSC Shares"). If Shares of The Treasury Money Market Fund, The Money
Market Fund, or The Tax-Free Money Market Fund were acquired in exchange for
CDSC Shares, redemption of the Shares of The Treasury Money Market Fund, The
Money Market Fund, or The Tax-
    


Free Money Market Fund within five years of the purchase of the CDSC Shares,
will have the same consequences as described under "Contingent Deferred Sales
Charge--The U.S. Government Securities Fund, The Stock Fund, The Virginia
Municipal Bond Fund, and The Maryland Municipal Bond Fund."

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 a Fund. For this reason, payments under this program should not be
considered as yield or income on the shareholder's investment in Shares of a
Fund. To be eligible to participate in this program, a shareholder must have an
account value of at least $10,000. A shareholder may apply for participation in
this program through Signet Financial Services, Inc.

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, a Fund may
redeem Shares in any account, except retirement plans, and pay the proceeds to
the shareholder if the account balance falls below the required minimum value of
$1,000 due to shareholder redemptions. This requirement does not apply, however,
if the balance falls below $1,000 because of changes in a 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 a 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 a Fund and for
the election of Trustees under certain circumstances. As of January 11, 1995,
Stephens Inc., Little Rock, Arkansas, owned approximately 2,784,480 Investment
Shares of The U.S. Government Securities Fund (26%); approximately 2,035,032
Investment Shares of The Virginia Municipal Bond Fund (30%); approximately
22,352,342 Investment Shares of The Treasury Money Market Fund (67%);
approximately 9,248,672 Investment Shares of The Money Market Fund (32%); and
Bova & Co, Richmond, Virginia, owned approximately 17,601,826 shares of The
Tax-Free Money Market Fund (65%), and therefore, may, for certain purposes, be
deemed to control the respective Fund and be able to affect the outcome of
certain matters presented for a vote of shareholders.

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

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

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

FEDERAL INCOME TAX

The Funds anticipate that they will pay no federal income tax because each Fund
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.

Each Fund will be treated as a single, separate entity for federal income tax
purposes so that income (including capital gains) and losses realized by a Fund
will not be combined for tax purposes with those realized by any of the other
Funds.

With respect to The U.S. Government Securities Fund, The Stock Fund, The
Treasury Money Market Fund and The Money Market Fund, unless otherwise exempt,
shareholders are required to pay federal income tax on any dividends and other
distributions received. This applies whether dividends and distributions are
received in cash or as additional shares. Shareholders of The U.S. Government
Securities Fund, The Stock Fund, The Treasury Money Market Fund and The Money
Market Fund are urged to consult their own tax advisers regarding the status of
their accounts under state and local tax laws.

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


The alternative minimum tax applies when it exceeds the regular tax for the
taxable year. Alternative minimum taxable income is equal to the regular taxable
income of the taxpayer increased by certain "tax preference" items not included
in regular taxable income and reduced by only a portion of the deductions
allowed in the calculation of the regular tax.

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

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

VIRGINIA TAXES. Under existing Virginia laws, distributions made by the Fund
will not be subject to Virginia income taxes to the extent that such
distributions qualify as exempt-interest dividends under the Internal Revenue
Code of 1986, as amended, and represent (i) interest from obligations issued by
or on behalf of the Commonwealth of Virginia or any political subdivision
thereof; or (ii) interest from obligations issued by a territory or possession
of the United States or any political subdivision thereof which federal law
exempts from state income taxes. Conversely, to the extent that distributions
made by the Fund are attributable to other types of obligations, such
distributions will be subject to Virginia income taxes.

MARYLAND TAXES. Under existing Maryland laws, distributions made by the Fund
will not be subject to Maryland state or local income taxes to the extent that
such distributions qualify as exempt-interest dividends under the Internal
Revenue Code, and represent (i) interest on tax-exempt obligations of Maryland
or its political subdivisions or authorities; (ii) interest on obligations of
the United States or an authority, commission, instrumentality, possession or
territory of the United States; or (iii) gain realized by the Fund from the sale
or exchange of bonds issued by Maryland, a political subdivision of Maryland, or
the United States Government (excluding obligations issued by the District of
Columbia, a territory or possession of the United States, or a department,
agency, instrumentality, or political subdivision of the District, territory or
possession). Conversely, to the extent that distributions made by the Fund are
derived from other types of obligations, such distributions will be subject to
Maryland income taxes.

OTHER STATE AND LOCAL TAXES. With respect to The Virginia Municipal Bond Fund
and The Maryland Municipal Bond Fund, distributions representing net interest
received on tax-exempt municipal securities are not necessarily free from income
taxes of any other state or local taxing authority. State laws differ on this
issue and shareholders are urged to consult their own tax advisers.

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

From time to time, The U.S. Government Securities Fund and The Stock Fund may
advertise total return and yield. The Virginia Municipal Bond Fund and The
Maryland Municipal Bond Fund may advertise total return, yield and
tax-equivalent yield. The Treasury Money Market Fund and The Money Market Fund
may advertise yield and effective yield. The Tax-Free Money Market Fund may
advertise its yield, effective yield, and tax-equivalent 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 Shares of The U.S. Government Securities Fund, The Stock Fund, The
Virginia Municipal Bond Fund and The Maryland Municipal Bond Fund is calculated
by dividing the net investment income per Share (as defined by the Securities
and Exchange Commission) earned by Shares over a thirty-day period by the
maximum offering price per share of Shares of a 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 Shares and, therefore,
may not correlate to the dividends or other distributions paid to shareholders.

The yield of Shares of The Treasury Money Market Fund, The Money Market Fund,
and The Tax-Free Money Market Fund represent the annualized rate of income
earned on an investment in Shares over a seven-day period. It is the annualized
dividends earned during the period on the investment, shown as a percentage of
the investment. The effective yield is calculated similarly to the yield, but,
when


annualized, the income earned on an investment in Shares is assumed to be
reinvested daily. The effective yield will be slightly higher than the yield
because of the compounding effect of this assumed reinvestment.

The tax-equivalent yield of the Shares for The Virginia Municipal Bond Fund, The
Maryland Municipal Bond Fund, and The Tax-Free Money Market Fund is calculated
similarly to the yield, but is adjusted to reflect the taxable yield that the
Shares would have had to earn to equal its actual yield, assuming a specific tax
rate. The tax-equivalent yield does not necessarily reflect income actually
earned by Shares and, therefore, may not correlate to the dividends or other
distributions paid to shareholders.

With respect to The U.S. Government Securities Fund and The Stock Fund, total
return and yield will be calculated separately for Investment Shares and Trust
Shares. Because Investment Shares may be subject to a redemption fee and are
subject to a 12b-1 fee, the total return and yield for Trust Shares for the same
period will exceed that of Investment Shares.

With respect to The Virginia Municipal Bond Fund and The Maryland Municipal Bond
Fund, total return, yield and tax-equivalent yield will be calculated separately
for Investment Shares and Trust Shares. Because Investment Shares may be subject
to a contingent deferred sales charge and are subject to a 12b-1 fee, the total
return and yield for Trust Shares for the same period will exceed that of
Investment Shares.

With respect to The Treasury Money Market Fund and The Money Market Fund, yield
and effective yield will be calculated separately for Investment Shares and
Trust Shares. Because Investment Shares are subject to 12b-1 fees the yield and
effective yield for Trust Shares, for the same period, will exceed that of
Investment Shares.

From time to time, the Funds may advertise their performance using certain
financial publications and/or compare their performance to certain indices.

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

Trust Shares, the other class of shares offered by those Funds offering separate
classes, are sold to trusts, fiduciaries and institutions at net asset value at
a minimum initial investment of $10,000. Trust Shares are not sold pursuant to a
Rule 12b-1 Plan.

The amount of dividends payable to Trust Shares will exceed those payable to
Investment Shares by the difference between class expenses and distribution
expenses borne by shares of each respective class.

The stated advisory fee is the same for both classes of each of the Funds.


                      [THIS PAGE INTENTIONALLY LEFT BLANK]

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

   
<TABLE>
<S>             <C>                                          <C>
The U.S. Government Securities Fund                          Federated Investors Tower
The Stock Fund                                               Pittsburgh, Pennsylvania 15222-3779
The Treasury Money Market Fund
The Money Market Fund
The Virginia Municipal Bond Fund
The Maryland Municipal Bond Fund
The Tax-Free Money Market Fund
- ------------------------------------------------------------------------------------------------

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

Investment Adviser
                Virtus Capital Management, Inc.              707 East Main Street
                                                             Suite 1300
                                                             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
- ------------------------------------------------------------------------------------------------

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


   
VIRTUS CAPITAL MANAGEMENT, INC.
    
   
A Subsidiary of Signet Banking Corporation
    

Investment Adviser

FEDERATED SECURITIES CORP. IS THE DISTRIBUTOR OF THE FUNDS.

   
3042108A-R (2/95)
    

   



THE VIRTUS FUNDS
    
(FORMERLY THE MEDALIST FUNDS)
TRUST SHARES
CONSISTS OF SEVEN PORTFOLIOS:
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; AND
THE TAX-FREE MONEY MARKET FUND
Combined Statement of Additional Information










    This Combined Statement of Additional
    Information should be read with the Combined
    Prospectus for the Trust Shares January 31,
    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 JANUARY 31, 1995
    (Revised March 1, 1995)
    
   
FEDERATED
INVESTORS
Distr
ibuto
r
A
subsi
diary
of
Feder
ated
Inves
tors
GENERAL INFORMATION              Bank Instruments                     6
ABOUT THE TRUST                         1   U.S. Government
INVESTMENT OBJECTIVE AND          Obligations                        6
POLICIES OF THE FUNDS                   1THE TAX-FREE MONEY
THE U.S. GOVERNMENT           MARKET FUND                             6
SECURITIES FUND                         1PORTFOLIO INVESTMENTS
 Types of Investments                  1AND STRATEGIES                6
   U.S. Government             Repurchase Agreements                  6
    Obligations                        1 Reverse Repurchase
   Collateralized                Agreements                           6
    Mortgage                   When-Issued and
    Obligations (CMOs)                 2   Delayed Delivery
THE STOCK FUND                          2   Transactions              6
   Convertible                 Lending of Portfolio
    Securities                         2   Securities                 7
   Warrants                             2 Restricted and
   Futures And Options           Illiquid Securities                  7
    Transactions                       2 Participation
   Financial Futures             Interests                            7
    Contracts                          2 Variable Rate
   Put Options on                Municipal Securities                 8
    Financial Futures          Municipal Leases                      8
    Contracts                          3 Temporary Investments                 8
   Call Options on             Adjustable Rate
    Financial Futures            Mortgage Securities                  8
    Contracts                          3 Portfolio Turnover                    9
   "Margin" in Futures
    Transactions                       3
   Purchasing Put
    Options on
    Portfolio
    Securities                         4
   Writing Covered Call
    Options On
    Portfolio
    Securities                         4
   Over-the-Counter
    Options                            4
   U.S. Government
    Obligations                        4
 Commercial Paper                      4
 Bank Instruments                      4
THE VIRGINIA MUNICIPAL
BOND FUND AND THE
MARYLAND MUNICIPAL BOND
FUND                                    5
 Acceptable Investments                5
   Characteristics                      5
 Types of Acceptable
   Investments                          5
THE TREASURY MONEY
MARKET FUND                             5
 Types of Investments                  5
THE MONEY MARKET FUND                   6
 Types of Investments                  6
   Issuing Senior             INVESTMENT ADVISORY
    Securities and            SERVICES                               18
    Borrowing Money                    9 Adviser to the Trust                 18
   Selling Short and           Advisory Fees                        18
    Buying on Margin                   9   State Expense
  Pledging Assets                      9    Limitations             18
   Lending Cash or            ADMINISTRATIVE SERVICES                18
    Securities                         9CUSTODIAN                    19
   Investing in               BROKERAGE TRANSACTIONS                 19
    Restricted                PURCHASING SHARES                      19
    Securities                        10 Distribution Plan                    19
   Investing in                Conversion to Federal
    Commodities                       10   Funds                     20
   Investing in Real          ADMINISTRATIVE
    Estate                            10ARRANGEMENTS                 20
   Diversification of
    Investments                       10
   Concentration of
    Investments                       10
   Underwriting                        10
   Investing in Illiquid
    Securities                        11
   Investing in
    Securities of Other
    Investment
    Companies                         11
   Investing in New
    Issuers                           11
   Investing in Issuers
    Whose Securities
    are Owned by
    Officers and
    Trustees of the
    Trust                             11
   Investing in Minerals               11
   Arbitrage
    Transactions                      11
   Purchasing Securities
    to Exercise Control               11
   Investing in Warrants               12
   Investing in Put
    Options                           12
   Writing Covered Call
    Options                           12
   Selling Short                       12
   Dealing in Puts and
    Calls                             12
   
THE VIRTUS FUNDS
MANAGEMENT                             13
    
 Officers and Trustees                13
 The Funds                            16
 Fund Ownership                       17
 Officers and Trustees
   Compensation                        17
 Trustee Liability                    18
 Determining Market            Service, Short-
   Value of Securities                 20   Term Loan Ratings          31
 Use of the Amortized
   Cost Method                         21
   Monitoring Procedures               21
   Investment
    Restrictions                      21
 Valuing Municipal
   Securities                          22
 Use of Amortized Cost                22
REDEEMING SHARES                       22
 Redemption in Kind                   22
TAX STATUS                             22
 The Funds' Tax Status                22
 Shareholders' Tax
   Status                              23
   Capital Gains                       23
TOTAL RETURN                           23
YIELD                                  23
EFFECTIVE YIELD                        24
TAX-EQUIVALENT YIELD                   24
   Tax-Equivalency
    Tables                            24
PERFORMANCE COMPARISONS                26
 The U.S. Government
   Securities Fund                     27
 The Stock Fund                       27
 The Virginia Municipal
   Bond Fund and The
   Maryland Municipal
   Bond Fund                           28
 The Treasury Money
   Market Fund                         28
 The Money Market Fund                28
 The Tax-Free Money
   Market Fund                         28
 Financial Statements                 29
APPENDIX                               30
 Standard and Poor's
   Ratings Group
   Municipal Bond
   Rating Definitions                  30
 Moody's Investors
   Service, Inc.
   Municipal Bond
   Rating Definitions                  30
 Fitch Investors
   Service, Inc.,
   Long-Term Debt
   Ratings                             30
 Standard & Poor's
   Corporation,
   Municipal Note
   Ratings                             31
 Moody's Investors
GENERAL INFORMATION ABOUT THE TRUST
   
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 seven 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, and The Tax-
Free Money Market Fund. On October 1, 1992, the name
of the Trust was changed from "The SBK Select Series"
to "Signet Select Funds." On August 15, 1994, the name
of the Trust was changed from "Signet Select Funds" to
"The Medalist Funds." On February 15, 1995, the name
of the Trust was changed from "The Medalist Funds" to
"The Virtus Funds."
    
With the exception of The Tax-Free Money Market Fund,
which offers a single class of shares, the Funds are
offered in two classes, Investment Shares and Trust
Shares. This Combined Statement of Additional
Information relates only to the Trust Shares of those
Funds offering classes and to shares of The Tax-Free
Money Market Fund.
INVESTMENT OBJECTIVE AND POLICIES OF THE FUNDS
The prospectus discusses the objective of each Fund
and the policies it employs to achieve those
objectives. The following discussion supplements the
description of the Funds' investment policies in the
Combined prospectus.
The Funds' respective investment objectives cannot be
changed without approval of shareholders. 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.
Additional information about investment limitations,
strategies that one or more Funds may employ, and
certain investment policies mentioned below appear in
the prospectus section "Portfolio Investments and
Strategies."
THE U.S. GOVERNMENT SECURITIES FUND
TYPES OF INVESTMENTS
The Fund invests primarily in securities which are
guaranteed as to payment of principal and interest by
the U.S. government or its instrumentalities.
   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;
      Federal Home Loan Banks; Farmers Home
      Administration; and Federal National Mortgage
      Association.
   Collateralized Mortgage Obligations (CMOs)
      Privately issued CMOs generally represent an
      ownership interest in federal agency mortgage
      pass-through securities such as those issued by
      the Government National Mortgage Association.
      The terms and characteristics of the mortgage
      instruments may vary among pass-through mortgage
      loan pools.
      The market for such CMOs has expanded
      considerably since its inception. The size of
      the primary issuance market and the active
      participation in the secondary market by
      securities dealers and other investors make
      government-related pools highly liquid.
THE STOCK FUND
The Fund invests primarily in the securities of high
quality companies, including 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 objectives. 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.
   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 contract held by the Fund is valued
      daily at the official settlement price of the
      exchange on which it is traded. Each day the
      Fund pays or receives cash, called "variation
      margin," equal to the daily change in value of
      the futures contract. This process is known as
      "marking to market." Variation margin does not
      represent a borrowing or loan by the Fund but is
      instead settlement between the Fund and the
      broker of the amount one would owe the other if
      the futures contract expired. In computing its
      daily net asset value, the Fund will mark to
      market its open futures positions.
      The Fund is also required to deposit and
      maintain margin when it writes call options on
      futures contracts.
   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 are those set forth
      under "The U.S. Government Securities Fund-U.S.
      Government Obligations."
COMMERCIAL PAPER
The Fund may invest in commercial paper rated at least
A-1 by Standard & Poor's Ratings Group ("S&P"), Prime-
1 by Moody's Investors Service, Inc. ("Moody's"), or F-
1 by Fitch Investors Service ("Fitch") and money
market instruments (including commercial paper) which
are unrated but of comparable quality, including
Canadian Commercial Paper ("CCPs") and Europaper. In
the case where commercial paper, CCPs or Europaper
have received different ratings from different rating
services, such commercial paper, CCPs or Europaper is
an acceptable investment so long as at least one
rating is one of the preceding high quality ratings
and provided the investment adviser has determined
that such investment presents minimal credit risks.
BANK INSTRUMENTS
The Fund may invest in the instruments of banks and
savings and loans whose deposits are 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, such as certificates of
deposit, demand and time deposits, savings shares, and
bankers' acceptances. These instruments are not
necessarily guaranteed by those organizations.
In addition to domestic bank obligations such as
certificates of deposit, demand and time deposits,
savings shares, and bankers' acceptances, the Fund may
invest in:
   o Eurodollar Certificates of Deposit ("ECDs")
      issued by foreign branches of U.S. or foreign
      banks;
   o Eurodollar Time Deposits ("ETDs"), which are
      U.S. dollar-denominated deposits in foreign
      branches of U.S. or foreign banks;
   o Canadian Time Deposits, which are U.S. dollar-
      denominated deposits issued by branches of major
      Canadian banks located in the United States; and
   o Yankee Certificates of Deposit ("Yankee CDs"),
      which are U.S. dollar-denominated certificates
      of deposit issued by U.S. branches of foreign
      banks and held in the United States.
THE VIRGINIA MUNICIPAL BOND FUND AND THE MARYLAND
MUNICIPAL BOND FUND
ACCEPTABLE INVESTMENTS
The Virginia Municipal Bond Fund and The Maryland
Municipal Bond Fund pursue their investment objectives
by investing in professionally managed portfolios of
securities at least 65% of which are comprised of
Virginia (in the case of The Virginia Municipal Bond
Fund) or Maryland (in the case of The Maryland
Municipal Bond Fund) municipal securities. The Funds
will invest their assets so that, under normal
circumstances, at least 80% of their annual interest
income is exempt from federal regular and Virginia (in
the case of The Virginia Municipal Bond Fund) or
Maryland (in the case of The Maryland Municipal Bond
Fund) state income taxes or that at least 80% of their
total assets are invested in obligations, the interest
income from which is exempt from federal regular and
Virginia (in the case of The Virginia Municipal Bond
Fund) or Maryland (in the case of The Maryland
Municipal Bond Fund) state income taxes.
   Characteristics
      The municipal securities in which the Funds
      invest have the characteristics set forth in the
      prospectus. An unrated municipal security will
      be determined by a Fund's adviser to meet the
      quality standards established by the Fund's
      Board of Trustees if it is of comparable quality
      to the rated municipal securities which the Fund
      purchases. The Trustees consider the
      creditworthiness of the issuer of a municipal
      security, the issuer of a participation interest
      if the Fund has the right to demand payment from
      the issuer of the interest or the guarantor of
      payment by either of those issuers.
      If Moody's or S&P's ratings change because of
      changes in those organizations or in their
      rating systems, a Fund will try to use
      comparable ratings as standards in accordance
      with the investment policies described in the
      Fund's prospectus.
TYPES OF ACCEPTABLE INVESTMENTS
Examples of Virginia and Maryland municipal securities
are:
   o municipal notes and tax-exempt commercial paper;
   o serial bonds sold with a series of maturity
      dates;
   o tax anticipation notes sold to finance working
      capital needs of municipalities in anticipation
      of receiving taxes at a later date;
   o bond anticipation notes sold in anticipation of
      the issuance of longer-term bonds in the future;
   o revenue anticipation notes sold in expectation
      of receipt of federal income available under the
      Federal Revenue Sharing Program;
   o prerefunded municipal bonds refundable at a
      later date (payment of principal and interest on
      prerefunded bonds is assured through the first
      call date by the deposit in escrow of U.S.
      government securities); or
   o general obligation bonds secured by a
      municipality's pledge of taxation.
THE TREASURY MONEY MARKET FUND
TYPES OF INVESTMENTS
The Fund invests only in short-term U.S. Treasury
obligations. Short-term U.S. Treasury obligations as
used herein refers to evidences of indebtedness issued
by the United States, or issued by an agency or
instrumentality thereof, and fully guaranteed as to
principal and interest by the United States, maturing
in 397 days or less from the date of acquisition
unless they are purchased under a repurchase agreement
that provides for repurchase by the seller within one
year from the date of acquisition. The Fund may also
retain Fund assets in cash.
THE MONEY MARKET FUND
TYPES OF INVESTMENTS
The Fund invests primarily in money market instruments
maturing in 397 days or less and which include, but
are not limited to, commercial paper and demand master
notes, domestic and foreign bank instruments, U.S.
government obligations, and corporate debt
obligations.
   Bank Instruments
      The types of bank instruments in which the Fund
      invests are those set forth under "The Stock
      Fund-Bank Instruments."
   U.S. Government Obligations
      The types of U.S. government obligations in
      which the Fund may invest are those set forth
      under "The U.S. Government Securities Fund-U.S.
      Government Obligations."
THE TAX-FREE MONEY MARKET FUND
The Fund invests in a portfolio of municipal
securities maturing in 13 months or less. As a matter
of investment policy, which cannot be changed without
shareholder approval, at least 80% of the Fund's
annual interest income will be exempt from federal
income tax (including alternative minimum tax). The
average maturity of the securities in the Fund's
portfolio, computed on a dollar-weighted basis, will
be 90 days or less.
PORTFOLIO INVESTMENTS AND STRATEGIES
REPURCHASE AGREEMENTS
The Funds or their 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 Funds believe that under the regular
procedures normally in effect for custody of a Fund's
portfolio securities subject to repurchase agreements,
a court of competent jurisdiction would rule in favor
of a Fund and allow retention or disposition of such
securities. The Funds 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 Funds may also enter into reverse repurchase
agreements. These transactions are similar to
borrowing cash. In a reverse repurchase agreement a
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 a 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 a Fund will
be able to avoid selling portfolio instruments at a
disadvantageous time.
When effecting reverse repurchase agreements, liquid
assets of a 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 an advantageous price or yield for a
Fund. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid
assets of a Fund sufficient to make payment for the
securities to be purchased are segregated on a Fund's
records at the trade date. These assets are marked to
market daily and are maintained until the transaction
has been settled. The Funds may engage in these
transactions to an extent that would cause the
segregation of an amount up to 20% of the total value
of their assets. The Funds do 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 their respective assets.
LENDING OF PORTFOLIO SECURITIES
The collateral received when The U.S. Government
Securities Fund, The Stock Fund and The Money Market
Fund lend portfolio securities must be valued daily
and, should the market value of the loaned securities
increase, the borrower must furnish additional
collateral to the particular Fund. During the time
portfolio securities are on loan, the borrower pays a
Fund any dividends or interest paid on such
securities. Loans are subject to termination at the
option of a Fund or the borrower. A 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 U.S. Government Securities Fund and The
Stock Fund do 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 AND ILLIQUID SECURITIES
The Funds may invest in restricted securities.
Restricted securities are any securities in which a
Fund may otherwise invest pursuant to its investment
objective and policies but which are subject to
restriction on resale under federal securities law.
However, The U.S. Government Securities Fund, The
Stock Fund, The Virginia Municipal Bond Fund and The
Maryland Municipal Bond Fund will limit investments in
illiquid securities, including certain restricted
securities determined by the Trustees not to be
liquid, and repurchase agreements providing for
settlement in more than seven days after notice, to
15% of its net assets. In the case of The Virginia
Municpal Bond Fund and The Maryland Municipal Bond
Fund, illiquid securities will include participation
interests and variable rate municipal securities
without a demand feature or with a demand feature of
longer than seven days and which the adviser believes
cannot be sold within seven days. The Treasury Money
Market Fund, The Money Market Fund, and The Tax-Free
Money Market Fund will limit investments in illiquid
securities, including certain securities determined by
the Trustees not to be liquid, and repurchase
agreements providing for settlement in more than seven
days after notice, and in the case of The Money Market
Fund, specifically including non-negotiable fixed
income time deposits with maturities over seven days,
to 10% of their net assets.
The U.S. Government Securities Fund, The Stock Fund
and The Money Market 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 Funds believe 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 Funds intend, 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 a
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 Funds intend to not
subject such paper to the limitation applicable to
restricted securities.
PARTICIPATION INTERESTS
The financial institutions from which The Virginia
Municipal Bond Fund, The Maryland Municipal Bond Fund,
and The Tax-Free Money Market Fund purchase
participation interests frequently provide or secure
from other financial institutions irrevocable letters
of credit or guarantees and give a Fund the right to
demand payment on specified notice (normally within
thirty days for The Virginia Municipal Bond Fund and
The Maryland Municipal Bond Fund and seven days for
The Tax-Free Money Market Fund) from the issuer of the
letter of credit or guarantee. These financial
institutions may charge certain fees in connection
with their repurchase commitments, including a fee
equal to the excess of the interest paid on the
municipal securities over the negotiated yield at
which the participation interests were purchased by a
Fund. By purchasing participation interests, a Fund is
buying a security meeting the maturity and quality
requirements of a Fund and is also receiving the tax-
free benefits of the underlying securities.
In the acquisition of participation interests, a
Fund's investment adviser will consider the following
quality factors:
   o the quality of the underlying municipal security
      (of which a Fund takes possession);
   o the quality of the issuer of the participation
      interest; and
   o a guarantee or letter of credit from a high-
      quality financial institution supporting the
      participation interest.
VARIABLE RATE MUNICIPAL SECURITIES
The Virginia Municipal Bond Fund, The Maryland
Municipal Bond Fund, and The Tax-Free Money Market
Fund invest in variable municipal securities. Variable
interest rates generally reduce changes in the market
value of municipal securities from their original
purchase prices. Accordingly, as interest rates
decrease or increase, the potential for capital
appreciation or depreciation is less for variable rate
municipal securities than for fixed income
obligations.
Many municipal securities with variable interest rates
purchased by the The Tax-Free Money Market Fund are
subject to repayment of principal (usually within
seven days) on the The Tax-Free Money Market Fund's
demand. For purposes of determining the Fund's average
maturity, the maturities of these variable rate demand
municipal securities (including participation
interests) are the longer of the periods remaining
until the next readjustment of their interest rates or
the periods remaining until their principal amounts
can be recovered buy exercising the right to demand
payment. The terms of these variable rate demand
instruments require payment of principal and accrued
interest from the issuer of the municipal obligations,
the issuer of the participation interests or a
guarantor of either issuer.
MUNICIPAL LEASES
The Virginia Municipal Bond Fund, The Maryland
Municipal Bond Fund, and The Tax-Free Money Market
Fund may purchase municipal securities in the form of
participation interests which represent undivided
proportional interests in lease payments by a
governmental or nonprofit entity. The lease payments
and other rights under the lease provide for and
secure the payments on the certificates. Lease
obligations may be limited by municipal charter or the
nature of the appropriation for the lease. In
particular, lease obligations may be subject to
periodic appropriation. If the entity does not
appropriate funds for future lease payments, the
entity cannot be compelled to make such payments.
Furthermore, a lease may provide that the certificate
trustee cannot accelerate lease obligations upon
default. The trustee would only be able to enforce
lease payments as they became due. In the event of a
default or failure of appropriation, it is unlikely
that the trustee would be able to obtain an acceptable
substitute source of payment.
In determining the liquidity of municipal lease
securities, the adviser, under the authority delegated
by the Board of Trustees, will base its determination
on the following factors: (a) whether the lease can be
terminated by the lessee; (b) the potential recovery,
if any, from a sale of the leased property upon
termination of the lease; (c) the lessee's general
credit strength (e.g., its debts, administrative,
economic and financial characteristics, and
prospects); (d) the likelihood that the lessee will
discontinue appropriating funding for the leased
property because the property is no longer deemed
essential to its operations (e.g., the potential for
an "event of nonappropriation"); and (e) any credit
enhancement of legal recourse provided upon an event
of nonappropriation or other termination of the lease.
TEMPORARY INVESTMENTS
The Virginia Municipal Bond Fund, The Maryland
Municipal Bond Fund and The Tax-Free Money Market Fund
may also invest in temporary investments during times
of unusual market conditions for defensive purposes
and to maintain liquidity.
From time to time, such as when suitable securities
are not available to the respective Fund, a Fund may
invest a portion of its assets in cash. Any portion of
a Fund's assets maintained in cash will reduce the
amount of assets in securities held in the respective
Fund, and could thereby reduce a Fund's yield.
ADJUSTABLE RATE MORTGAGE SECURITIES
The U.S. Government Securities Fund invests in
adjustable rate mortgage securities ("ARMS"). Not
unlike other U.S. government securities, the market
value of ARMS will generally vary inversely with
changes in market interest rates. Thus, the market
value of ARMS generally declines when interest rates
rise and generally rises when interest rates decline.
While ARMS generally entail less risk of a decline
during periods of rapidly rising rates, ARMS may also
have less potential for capital appreciation than
other similar investments (e.g. investments with
comparable maturities) because as interest rates
decline, the likelihood increases that mortgages will
be prepaid. Furthermore, if ARMS are purchased at a
premium, mortgage foreclosures and unscheduled
principal payment may result in some loss of a
holder's principal investment to the extent of the
premium paid. Conversely, if ARMS are purchased at a
discount, both a scheduled payment of principal and an
unscheduled prepayment of principal would increase
current and total returns and would accelerate the
recognition of income, which would be taxed as
ordinary income when distributed to shareholders.
PORTFOLIO TURNOVER
The Funds will not attempt to set or meet a portfolio
turnover rate since any turnover would be incidental
to transactions undertaken in an attempt to achieve a
Fund's investment objective. The Stock Fund may
experience greater portfolio turnover than would be
expected with a portfolio of higher-rated securities.
A high portfolio turnover will result in increased
transaction costs to the Fund. For the fiscal years
ended September 30, 1994, 1993, and 1992, the
portfolio turnover rates were 227%, 154%, and 201%,
respectively, for The U.S. Government Securities Fund;
205%, 67%, and 38%, respectively, for The Stock Fund;
29%, 17%, and 51%, respectively, for The Virginia
Municipal Bond Fund; and 27%, 23%, and 34%,
respectively, for The Maryland Municipal Bond Fund.
INVESTMENT LIMITATIONS
   Issuing Senior Securities and Borrowing Money
      The Funds will not issue senior securities
      except that a Fund may borrow money directly or
      through reverse repurchase agreements in amounts
      up to one-third of the value of its net assets,
      including the amount borrowed. The Funds 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 a Fund to meet redemption
      requests when the liquidation of portfolio
      securities is deemed to be inconvenient or
      disadvantageous. A Fund will not purchase any
      securities while any borrowings in excess of 5%
      of its total assets are outstanding. With
      respect to The U.S. Government Securities Fund,
      The Stock Fund, The Virginia Municipal Bond
      Fund, The Maryland Municipal Bond Fund, The
      Treasury Money Market Fund, and The Money Market
      Fund, during the period any reverse repurchase
      agreements are outstanding, the Funds will
      restrict the purchase of portfolio securities to
      money market instruments maturing on or before
      the expiration date of the reverse repurchase
      agreements, but only to the extent necessary to
      assure completion of the reverse repurchase
      agreements.
   Selling Short and Buying on Margin
      The Funds will not purchase any securities on
      margin but they may obtain such short-term
      credits as may be necessary for clearance of
      transactions. With respect to The U.S.
      Government Securities Fund and The Stock Fund,
      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. The Virginia Municipal Bond
      Fund, The Maryland Municipal Bond Fund, The
      Treasury Money Market Fund, The Money Market
      Fund, and The Tax-Free Money Market Fund may not
      sell any securities short.
   Pledging Assets
      The Funds will not mortgage, pledge, or
      hypothecate any assets except to secure
      permitted borrowings. In these cases the Funds,
      except The Tax-Free Money Market 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
      a 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 U.S. Government Securities Fund, The Stock
      Fund, The Treasury Money Market Fund and The
      Money Market Fund, will not lend any of their
      assets, except portfolio securities up to one-
      third of the value of their total assets. This
      shall not prevent a 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 a
      Fund's investment objective, policies, and
      limitations or the Trust's Declaration of Trust.
      The Virginia Municipal Bond Fund and The
      Maryland Municipal Bond Fund will not lend any
      of their assets, except that they may acquire
      publicly or nonpublicly issued municipal
      securities or temporary investments or enter
      into repurchase agreements as permitted by a
      Fund's investment objective, policies,
      limitations and Declaration of Trust.
      The Tax-Free Money Market Fund will not lend any
      of its assets except that it may purchase or
      hold portfolio securities permitted by its
      investment objective, policies and limitations,
      or Declaration of Trust.
   Investing in Restricted Securities
      Except for The Tax-Free Money Market Fund, the
      Funds will not invest more than 10% of their net
      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. With respect to The U.S.
      Government Securities Fund, The Stock Fund and
      The Money Market Fund, 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).
      The Tax-Free Money Market Fund will not invest
      more than 10% of its total assets in securities
      subject to restrictions on resale under federal
      securities law, except for restricted securities
      determined to be liquid under criteria
      established by the Trustees.
   Investing in Commodities
      The Funds will not purchase or sell commodities,
      commodity contracts or commodity futures
      contracts except for financial futures contracts
      in the case of The Stock Fund.
   Investing in Real Estate
      The Funds will not purchase or sell real estate,
      although The U.S. Government Securities Fund and
      The Stock 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. The Virginia Municipal
      Bond Fund, The Maryland Municipal Bond Fund, The
      Money Market Fund, and The Tax-Free Money Market
      Fund may invest in securities of issuers whose
      business involves the purchase or sale of real
      estate or in securities which are secured by
      real estate or interests in real estate.
   Diversification of Investments
      With respect to 75% of the value of its total
      assets, The U.S. Government Securities Fund, The
      Stock Fund and The Money Market 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. The U.S. Government Fund and The
      Stock Fund will not acquire more than 10% of the
      outstanding voting securities of any one issuer.
   Concentration of Investments
      The U.S. Government Securities Fund, The Stock
      Fund and The Money Market Fund will not invest
      25% or more of the value of their total assets
      in any one industry. With respect to The Money
      Market Fund, investing in bank instruments (such
      as time and demand deposits and certificates of
      deposit), U.S. government obligations, or
      instruments secured by these money market
      instruments, such as repurchase agreements for
      U.S. government obligations, shall not be
      considered investments in any one industry.
      The Virginia Municipal Bond Fund and The
      Maryland Municipal Bond Fund will not purchase
      securities if, as a result of such purchase, 25%
      or more of the value of its total assets would
      be invested in any one industry or in industrial
      development bonds or other securities, the
      interest on which is paid from revenues of
      similar types of projects. However, these Funds
      may invest as temporary investments more than
      25% of the value of its assets in cash or cash
      items, securities issued or guaranteed by the
      U.S. government, its agencies, or
      instrumentalities, or instruments secured by
      these money market instruments, such as
      repurchase agreements.
      The Tax-Free Money Market Fund will not invest
      25% or more of the value of its total assets in
      any one industry, except that it may invest more
      than 25% of its total assets in securities
      issued or guaranteed by the U.S. government, its
      agencies or instrumentalities and industrial
      development bonds as long as they are not from
      the same facility or similar types of
      facilities. The Tax-Free Money Market Fund does
      not intend to purchase securities that would
      increase the percentage of its assets invested
      in the securities of governmental subdivisions
      located in any one state, territory, or U.S.
      possession to 25% or more.
   Underwriting
      The Funds will not underwrite any issue of
      securities, except as a 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 a Fund without approval of a majority of that
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 U.S. Government Securities Fund, The Stock
      Fund, The Virginia Municipal Bond Fund, and The
      Maryland Municipal Bond Fund will not invest
      more than 15% of the value of their 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; and, in the case of The Virginia
      Municipal Bond Fund and The Maryland Municipal
      Bond Fund, specifically including participation
      interests and variable rate municipal securities
      without a demand feature or with a demand
      feature of longer than seven days and which the
      adviser believes cannot be sold within seven
      days. The Treasury Money Market Fund, The Money
      Market Fund, and The Tax-Free Money Market Fund
      will not invest more than 10% of the value of
      their 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; and, in the case of The Money
      Market Fund, specifically including non-
      negotiable fixed income time deposits with
      maturities over seven days.
   Investing in Securities of Other Investment Companies
      The Funds will limit their respective 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, or
      invest more than 10% of total assets in
      investment companies in general. The U.S.
      Government Securities Fund, The Stock Fund, The
      Treasury Money Market Fund and The Money Market
      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. With respect to The
      Treasury Money Market Fund and The Money Market
      Fund, the Funds will limit their investments and
      the securities of other investment companies to
      those of The Money Market Funds having
      investment objectives and policies similar to
      their own. The Virginia Municipal Bond Fund and
      The Maryland Municipal Bond Fund will invest in
      other investment companies primarily for the
      purposes of investing short-term cash which has
      not yet been invested in other portfolio
      instruments. The adviser will waive its
      investment advisory fee on assets invested in
      securities of open-end investment companies.
   Investing in New Issuers
      The U.S. Government Securities Fund, The Stock
      Fund, The Money Market Fund, and The Tax-Free
      Money Market Fund will not invest more than 5%
      of the value of their total assets in securities
      of issuers which have records of less than three
      years of continuous operations, including the
      operation of any predecessor. The Virginia
      Municipal Bond Fund and The Maryland Municipal
      Bond Fund will not invest more than 5% of the
      value of its total assets in industrial
      development bonds where the payment of principal
      and interest is the responsibility of companies
      (or in the alternative guarantors, where
      applicable) 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
      A 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
      A Fund will not purchase interests in oil, gas,
      or other mineral exploration or development
      programs or leases, although it may purchase the
      securities of issuers which invest in or sponsor
      such programs.
   Arbitrage Transactions
      A Fund will not enter into transactions for the
      purpose of engaging in arbitrage.
   Purchasing Securities to Exercise Control
      A Fund will not purchase securities of a company
      for the purpose of exercising control or
      management.
   Investing in Warrants
      The Funds will not invest in warrants, except
      that The Stock 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
      Neither The U.S. Government Securities Fund nor
      The Stock Fund will purchase put options on
      securities unless the securities are held in a
      Fund's portfolio and not more than 5% of the
      value of either Fund's total assets would be
      invested in premiums on open and put option
      positions.
   Writing Covered Call Options
      Neither The U.S. Government Securities Fund nor
      The Stock Fund will write call options on
      securities unless the securities are held in
      their portfolio or unless either Fund is
      entitled to them in deliverable form without
      further payment or after segregating cash in the
      amount of any further payment.
   Selling Short
      Neither The U.S. Government Securities Fund nor
      The Stock Fund will 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 either Fund's net assets.
      While in a short position, the Fund will retain
      the securities, rights, or segregated assets.
   Dealing in Puts and Calls
      The Virginia Municipal Bond Fund, The Maryland
      Municipal Bond Fund, and The Tax-Free Money
      Market Fund will not invest in puts, calls,
      straddles, spreads, or any combination of them
      except that The Virginia Municipal Bond Fund and
      The Maryland Municipal Bond Fund may purchase
      put options on municipal securities in an amount
      up to 5% of its total assets or may purchase
      municipal securities accompanied by agreements
      of sellers to repurchase them at a Fund's
      option.
      Except with respect to the Funds' 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 U.S. Government Securities Fund and The
      Stock Fund have no present intent to borrow
      money, pledge securities or invest in restricted
      or illiquid securities in excess of 5% of the
      value of their respective net assets in the
      coming fiscal year. These Funds (1) will limit
      the aggregate value of the assets underlying
      covered call options or put options written by a
      Fund to not more than 25% of its net assets, (2)
      will limit the premiums paid for options
      purchased by a Fund to 20% of its net assets,
      and (3) will limit the margin deposits on
      futures contracts entered into by a Fund to 5%
      of its net assets. (If state requirements
      change, these restrictions may be revised
      without shareholder notification.)
      The Virginia Municipal Bond Fund and The
      Maryland Municipal Bond Fund have no present
      intent to issue senior securities or borrow
      money, pledge securities, invest in restricted
      or illiquid securities or engage in when-issued
      and delayed delivery transactions in excess of
      5% of the value of its net assets during the
      fiscal period.
      The Treasury Money Market Fund and The Money
      Market Fund do not expect to issue senior
      securities or borrow money, pledge securities,
      engage in whenissued and delayed delivery
      transactions or reverse repurchase agreements,
      for The Money Market Fund only, in excess of 5%
      of the value of their net assets during the
      coming fiscal year.
      The Tax-Free Money Market Fund does not intend
      to borrow money or pledge securities in excess
      of 5% of the value of its net assets during the
      coming fiscal year.
      To comply with registration requirements in a
      certain state, The Virginia Municipal Bond Fund,
      The Maryland Municipal Bond Fund, The Money
      Market Fund, and The Tax-Free Money Market Fund
      will not invest in real estate limited
      partnerships.
         
THE VIRTUS FUNDS MANAGEMENT
OFFICERS AND TRUSTEES
Officers and Trustees are listed with their addresses,
principal occupations, and present positions,
including any affiliation with Virtus Capital
Management, Inc., Signet Trust Company, Federated
Investors, Federated Securities Corp., Federated
Services Company, and Federated Administrative
Services or the Funds (as defined below).
    
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 Trust.

Thomas G. Bigley
28th Floor
One Oxford Centre
Pittsburgh, PA
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.
_________________________________________________________
___________________________________________________
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.

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.

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.

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.

Edward L. Flaherty, Jr.@
Two Gateway Center - Suite 674
Pittsburgh, PA
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer &
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.

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.

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.

Gregor F. Meyer
Two Gateway Center - Suite 674
Pittsburgh, PA
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer &
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.

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.

Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Trustee
Public relations/marketing consultant; Director, Trustee,
or Managing General Partner of the Funds.

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

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.

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.

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.

* 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 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 Trustees 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 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; 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; Money Market Management,
Inc.; Money Market Obligations Trust; Money Market
Trust; Municipal Securities Income Trust; Newpoint
Funds; New York Municipal Cash Trust; 111 Corcoran
Funds; Peachtree Funds; The Planters 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; The
Virtus Funds; and World Investment Series, Inc.
    
FUND OWNERSHIP
Officers and Trustees own less than 1% of the
outstanding shares of each Fund.
OFFICERS AND TRUSTEES COMPENSATION

NAME ,                     AGGREGATE
TOTAL COMPENSATION
POSITION WITH              COMPENSATION FROM
PAID TO TRUSTEES FROM
TRUST                      TRUST+
TRUST AND FUND COMPLEX

John F. Donahue,
Chairman and Trustee          $ -0-             $ -0-
for the Trust and
                                                69
investment companies

Thomas G. Bigley,
Trustee                       $498
$24,991 for the Trust and
                                                50
investment companies

John T. Conroy, Jr.,
Trustee                       $2,001.50
$136,100 for the Trust and
                                                65
investment companies

William J. Copeland,
Trustee                       $2,001.50
$136,100 for the Trust and
                                                65
investment companies

James E. Dowd,
Trustee                       $2,001.50
$136,100 for the Trust and
                                                65
investment companies

Lawrence D. Ellis, M.D.,
Trustee                       $1,816
$123,600 for the Trust and
                                                65
investment companies

Edward L. Flaherty, Jr.,
Trustee                       $2,001.50
$136,100 for the Trust and
                                                65
investment companies

Edward C. Gonzales,
President and Trustee         $ -0-             $ -0-
for the Trust and
                                                18
investment companies

Peter E. Madden,
Trustee                       $1,517.50
$104,880 for the Trust and
                                                65
investment companies
Gregor F. Meyer,
Trustee                       $1,816
$123,600 for the Trust and
                                                65
investment companies

Wesley W. Posvar,
Trustee                       $1,816
$123,600 for the Trust and
                                                65
investment companies

Marjorie P. Smuts,
Trustee                       $1,816
$123,600 for the Trust and
                                                65
investment companies

+The aggregate compensation is provided for the Trust
which is comprised of eight portfolios.
 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 TRUST
   
The Trust's investment adviser is Virtus Capital
Management, Inc. which is a division of Signet Trust
Company, a wholly-owned subsidiary of Signet Banking
Corporation. Because of the internal controls
maintained by Signet Bank to restrict the flow of non-
public information, Fund investments are typically
made without any knowledge of Signet Bank's or its
affiliates' lending relationships with an issuer.
    
The adviser shall not be liable to the Trust, a Fund,
or any shareholder of any of the Funds 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.
ADVISORY FEES
   
For its advisory services, Virtus Capital Management,
Inc. receives an annual investment advisory fee as
described in the prospectus. During the fiscal years
ended September 30, 1994, 1993, and 1992 , the adviser
earned fees from: The U.S. Government Securities Fund,
of $1,734,083, $1,375,434, and $662,158, of which
$734,744, $784,857, and $571,943 were voluntarily
waived; The Stock Fund $703,937, $512,930, and
$348,390, of which $214,366, $372,554, and $157,500
were voluntarily waived; The Virginia Municipal Bond
Fund $861,187, $519,326, and $203,123, of which
$314,920, $345,108, and $203,123 were voluntarily
waived; The Maryland Municipal Bond Fund $355,431,
$233,787, and $91,829, of which $241,790, $231,723,
and $91,829 were voluntarily waived; The Treasury
Money Market Fund $1,388,302, $922,509, and $809,409,
of which $508,090, $369,003, and $176,525 were
voluntarily waived; and The Money Market Fund
$709,679, $729,525, and $387,183 of which $354,839,
$431,083, and $222,685 were voluntarily waived. For
the period from July 27, 1994 to September 30, 1994
the adviser earned $21,033 from The Tax-Free Money
Market Fund, of which $19,388 was voluntarily waived.
    
   State Expense Limitations
      The adviser has undertaken to comply with the
      expense limitation established by certain states
      for investment companies whose shares are
      registered for sale in those states. If a 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 a 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 Funds for
the fees set forth in the prospectus. For the fiscal
years ended September 30, 1994, 1993, and 1992, the
Funds incurred costs for administrative services as
follows: The U.S. Government Securities Fund incurred
$269,932, $233,156, and $122,622; The Stock Fund
incurred $109,075, $86,960, and $65,066; The Virginia
Municipal Bond Fund incurred $133,956, $87,752 and
$50,000; The Maryland Municipal Bond Fund incurred
$55,254, $49,614, and $50,000; The Treasury Money
Market Fund incurred $319,857, $235,278, and $226,433;
The Money Market Fund incurred $165,549, $186,110, and
$107,640; of which $0, $0, and $0 were voluntarily
waived for The U.S. Government Securities Fund; $0,
$0, and $0 were voluntarily waived for The Stock Fund;
$0, $0, and $33,416 were voluntarily waived for The
Virginia Municipal Bond Fund; $0, $0, and $50,000 were
voluntarily waived for The Maryland Municipal Bond
Fund; $0, $0, and $0 were voluntarily waived for The
Treasury Money Market Fund; and $0, $0, and $0 were
voluntarily waived for The Money Market Fund. For the
period from July 27, 1994, to September 30, 1994, The
Tax-Free Money Market Fund paid $8,904 for
administrative services, of which $0 was voluntarily
waived.
CUSTODIAN
Signet Trust Company is custodian for the securities
and cash of the Funds. Under the Custodian Agreement,
Signet Trust Company holds the Funds' 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 .05 of
1% on the first $10 million of average net assets of
each of the six respective portfolios and .025 of 1%
on average net assets in excess of $10 million. There
is a $20 fee imposed on each transaction. The
custodian fee received during any fiscal year shall be
at least $1,000 per Fund.
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 Funds or to the adviser and
may include:
   o advice as to the advisability of investing in
      securities;
   o security analysis and reports;
   o economic studies;
   o industry studies;
   o receipt of quotations for portfolio evaluations;
      and
   o 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 Funds and other accounts.
To the extent that receipt of these services may
supplant services for which the adviser or its
affiliates might otherwise have paid, it would tend to
reduce their expenses.
For the fiscal year ended September 30, 1994, The
Stock Fund paid $552,066 in commissions on brokerage
transactions.
PURCHASING SHARES
Shares of the Funds 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 Funds is explained in the
prospectus under "Investing in Shares."
DISTRIBUTION PLAN
The Trust has adopted a Plan for Shares of the Funds
pursuant to Rule 12b-1 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 Funds and their holders of Shares and
(ii) stimulate administrators to render administrative
support services to the Funds 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 Funds;
assisting clients in changing dividend options,
account designations, and addresses; and providing
such other services as the Trust reasonably requests.
Other benefits which the Funds hope 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 Funds 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 Funds 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 Funds in
seeking to achieve their respective investment
objectives. By identifying potential investors in
Shares whose needs are served by a particular Fund's
objective, and properly servicing these accounts, the
Funds may be able to curb sharp fluctuations in rates
of redemptions and sales.
For the fiscal years ended September 30, 1994, 1993,
and 1992, the Funds paid fees to brokers and
administrators (financial institutions) pursuant to
the Plan as follows: The U.S. Government Securities
Fund , of $299,048, $111,353, and $0; The Stock Fund
$59,836, $14,672, and $0; The Virginia Municipal Bond
Fund, of $190,877, $55,569, and $0; The Maryland
Municipal Bond Fund, of $89,447, $31,414, and $0; The
Treasury Money Market Fund, of $52,221, $20,462, and
$0; The Money Market Fund, of $26,424, $11,499, and
$0. For the period from July 27, 1994 to September 30,
1994 the Tax-Free Money Market Fund paid no fees
pursuant to the Plan.
CONVERSION TO FEDERAL FUNDS
It is the policy of The Treasury Money Market Fund,
The Money Market Fund, and The Tax-Free Money Market
Fund to be as fully invested as possible so that
maximum interest may be earned. To this end, all
payments from shareholders must be in federal funds or
be converted into federal funds. Federated Services
Company acts as the shareholder's agent in depositing
checks and converting them to federal funds.
ADMINISTRATIVE ARRANGEMENTS
For the fiscal years ended September 30, 1994, 1993
and 1992, the distributor paid no administrative fees
to brokers and administrators (financial
institutions).
DETERMINING NET ASSET VALUE
Net asset values of The U.S. Government Securities
Fund, The Stock Fund, The Virginia Municipal Bond Fund
and The Maryland Municipal Bond Fund generally change
each day. The Treasury Money Market Fund, The Money
Market Fund, and The Tax-Free Money Market Fund
attempt to stabilize the value of their Shares at
$1.00. The days on which the net asset value is
calculated by these Funds are described in the
prospectus.
DETERMINING MARKET VALUE OF SECURITIES
The market value of The U.S. Government Securities
Fund's portfolio securities are determined as follows:
   o according to the mean between the over-the-
      counter bid and asked prices provided by an
      independent pricing service, if available, or at
      fair value as determined in good faith by the
      Fund's Board of Trustees; or
   o for short-term obligations with remaining
      maturities of 60 days or less at the time of
      purchase at amortized cost unless the Board of
      Trustees determines that particular
      circumstances of the security indicate
      otherwise.
Prices provided by independent pricing services may be
determined without relying exclusively on quoted
prices and may reflect: institutional trading in
similar groups of securities, yield, quality, coupon
rate, maturity, type of issue, trading
characteristics, and other market data.
The market value of The Stock Fund's portfolio
securities is determined as follows:
   o for equity securities, according to the last
      sale price on a national securities exchange, if
      available;
   o in the absence of recorded sales for listed
      equity securities, according to the mean between
      the last closing bid and asked prices;
   o for unlisted equity securities, the latest bid
      prices;
   o for bonds and other fixed income securities, as
      determined by an independent pricing service;
   o 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
   o for all other securities, at fair value as
      determined in good faith by the Board of
      Trustees.
The U.S. Government Securities Fund and The Stock 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 the asked prices.
USE OF THE AMORTIZED COST METHOD
With respect to The Treasury Money Market Fund, The
Money Market Fund, and The Tax-Free Money Market Fund,
the Trustees have decided that the best method for
determining the value of portfolio instruments is
amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as
adjusted for amortization of premium or accumulation
of discount rather than at current market value.
A Fund's use of the amortized cost method of valuing
portfolio instruments depends on its compliance with
certain conditions in Rule 2a-7 (the "Rule")
promulgated by the Securities and Exchange Commission
under the Investment Company Act of 1940. Under the
Rule, the Trustees must establish procedures
reasonably designed to stabilize the net asset value
per share, as computed for purposes of distribution
and redemption, at $1.00 per Share, taking into
account current market conditions and a Fund's
investment objective.
Under the Rule, a Fund is permitted to purchase
instruments which are subject to demand features or
standby commitments. As defined by the Rule, a demand
feature entitles a Fund to receive the principal
amount of the instrument from the issuer or a third
party on (1) no more than 30 days' notice or (2) at
specified intervals not exceeding one year on no more
than 30 days' notice. A standby commitment entitles a
Fund to achieve same day settlement and to receive an
exercise price equal to the amortized cost of the
underlying instrument plus accrued interest at the
time of exercise.
The Funds acquire instruments subject to demand
features and standby commitments to enhance the
instrument's liquidity. The Funds treat demand
features and standby commitments as a part of the
underlying instruments, because the Funds do not
acquire them for speculative purposes and cannot
transfer them separately from the underlying
instruments. Therefore, although the Rule defines
demand features and standby commitments as "puts", the
Fund does not consider them to be separate investments
for purposes of its investment policies.
   Monitoring Procedures
      The Trustees' procedures include monitoring the
      relationship between the amortized cost value
      per share and the net asset value per share
      based upon available indications of market
      value. The Trustees will decide what, if any,
      steps should be taken if there is a difference
      of more than .5 of 1% between the two. The
      Trustees will take any steps they consider
      appropriate (such as redemption in kind or
      shortening the average portfolio maturity) to
      minimize any material dilution or other unfair
      results arising from differences between the two
      methods of determining net asset value.
   Investment Restrictions
      The Rule requires that a Fund limit its
      investments to instruments that, in the opinion
      of the Trustees, present minimal credit risks
      and have received the requisite rating from one
      or more nationally recognized statistical rating
      organizations. If the instruments are not rated,
      the Trustees must determine that they are of
      comparable quality. The Rule also requires a
      Fund to maintain a dollar-weighted average
      portfolio maturity (not more than 90 days)
      appropriate to the objective of maintaining a
      stable net asset value of $1.00 per Share. In
      addition, no instrument with a remaining
      maturity of more than 397 days can be purchased
      by a Fund.
      Should the disposition of a portfolio security
      result in a dollar-weighted average portfolio
      maturity of more than 90 days, a Fund will
      invest its available cash to reduce the average
      maturity to 90 days or less as soon as possible.
A Fund may attempt to increase yield by trading
portfolio securities to take advantage of short-term
market variations. Under the amortized cost method of
valuation, neither the amount of daily income nor the
net asset value is affected by any unrealized
appreciation or depreciation of the portfolio.
In periods of declining interest rates, the indicated
daily yield on Shares, computed by dividing the
annualized daily income on a Fund's portfolio by the
net asset value computed as above, may tend to be
higher than a similar computation made by using a
method of valuation based upon market prices and
estimates.
In periods of rising interest rates, the indicated
daily yield on Shares computed the same way may tend
to be lower than a similar computation made by using a
method of calculation based upon market prices and
estimates.
VALUING MUNICIPAL SECURITIES
With respect to The Virginia Municipal Bond Fund, The
Maryland Municipal Bond Fund, and The Tax-Free Money
Market Fund, the Board of Trustees uses an independent
pricing service to value municipal securities. The
independent pricing service takes into consideration:
yield; stability; risk; quality; coupon rate;
maturity; type of issue; trading characteristics;
special circumstances of a security or trading market;
and any other factors or market data it considers
relevant in determining valuations for normal
institutional size trading units of debt securities
and does not rely exclusively on quoted prices.
USE OF AMORTIZED COST
With respect to The Virginia Municipal Bond Fund and
The Maryland Municipal Bond Fund, the Board of
Trustees has decided that the fair value of debt
securities purchased by a Fund with remaining
maturities of 60 days or less at the time of purchase
shall be their amortized cost value, unless the
particular circumstances of the security indicate
otherwise. Under this method, portfolio instruments
and assets are valued at the acquisition cost as
adjusted for amortization of premium or accumulation
of discount rather than at current market value. The
Executive Committee continually assesses this method
of valuation and recommends changes where necessary to
assure that the Fund's portfolio instruments are
valued at their fair value as determined in good faith
by the Trustees.
REDEEMING SHARES
Each Fund redeems Shares at the next computed net
asset value after a Fund receives the redemption
request. Redemption procedures are explained in the
prospectus under "Redeeming Trust 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 a
distribution of securities from a 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 a 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 FUNDS' TAX STATUS
The Funds will pay no federal income tax because they
expect 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, each Fund must, among other
requirements:
   o derive at least 90% of its gross income from
      dividends, interest, and gains from the sale of
      securities;
   o derive less than 30% of its gross income from
      the sale of securities held less than three
      months;
   o invest in securities within certain statutory
      limits; and
   o distribute to its shareholders at least 90% of
      its net income earned during the year.
SHAREHOLDERS' TAX STATUS
With respect to The U.S. Government Securities Fund,
The Stock Fund, The Treasury Money Market Fund and The
Money Market Fund, shareholders are subject to federal
income tax on dividends received as cash or additional
shares. No portion of any income dividend paid by a
Fund is eligible for the dividends received deduction
available to corporations. These dividends, and any
short-term capital gains, are taxable as ordinary
income.
With respect to The Virginia Municipal Bond Fund, The
Maryland Municipal Bond Fund, and The Tax-Free Money
Market Fund, no portion of any income dividend paid by
a Fund is eligible for the dividends received
deduction available to corporations.
   Capital Gains
      Capital gains experienced by The Treasury Money
      Market Fund and The Money Market Fund could
      result in an increase in dividends. Capital
      losses could result in a decrease in dividends.
      If, for some extraordinary reason, these Funds
      realize net long-term capital gains, such net
      long-term capital gains will be distributed at
      least once every 12 months.
With respect to The U.S. Government Securities Fund
and The Stock Fund, long-term capital gains
distributed to shareholders will be treated as long-
term capital gains regardless of how long shareholders
have held Shares.
With respect to The Maryland Municipal Bond Fund, The
Virginia Municipal Bond Fund, and The Tax-Free Money
Market Fund, capital gains or losses may be realized
by a 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:
   o the availability of higher relative yields;
   o differentials in market values;
   o new investment opportunities;
   o changes in creditworthiness of an issuer; or
   o 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 total return for The U.S.
Government Securities Fund, The Stock Fund, Virginia
Municipal Bond Fund, and The Maryland Municipal Bond
Fund, for the fiscal year ended September 30, 1994 and
for the period from October 12, 1990 (effective date
of each Fund's registration statement) to September
30, 1994 was (3.12%) and 7.43%; (1.50%) and 8.23%;
(4.01%) and 6.34%; (4.50% ) and 5.87% for Trust Shares
and (5.32%) and 6.77%; (3.71%) and 7.66%; (6.21%) and
5.71%; (6.60%) and 5.24% for Investment Shares.
The average annual total return for Shares of each
Fund is the average compounded rate of return for a
given period that would equate a $1,000 initial
investment to the ending redeemable value of that
investment. The ending redeemable value is computed by
multiplying the number of shares owned at the end of
the period by the net asset value per share at the end
of the period. The number of shares owned at the end
of the period is based on the number of shares
purchased at the beginning of the period with $1,000,
adjusted over the period by any additional shares,
assuming the monthly/quarterly reinvestment of all
dividends and distributions.
YIELD
The yield for the seven-day period ended September 30,
1994 for the The Treasury Money Market Fund and The
Money Market Fund were for 4.10% and 4.34% for Trust
Shares and 3.85% and 4.09% for Investment Shares,
respectively. The yield for the seven-day period ended
September 30, 1994 for the The Tax-Free Money Market
Fund was 2.98%.
The U.S. Government Securities Fund, The Stock Fund,
The Virginia Municipal Bond Fund and The Maryland
Municipal Bond Fund's yield for the thirty-day period
ended September 30, 1994 were 5.31%, 0.78%, 4.73% and
5.08% for Trust Shares and 5.06% , 0.53%, 4.47% and
4.82% for Investment Shares.
The Treasury Money Market Fund, The Money Market Fund,
and The Tax-Free Money Market Fund calculate yield
daily, based upon the seven days ending on the day of
the calculation, called the "base period." This yield
is computed by:
   o determining the net change in the value of a
      hypothetical account with a balance of one share
      at the beginning of the base period, with the
      net change excluding capital changes but
      including the value of any additional Shares
      purchased with dividends earned from the
      original one share and all dividends declared on
      the original and any purchased Shares;
   o dividing the net change in the account's value
      by the value of the account at the beginning of
      the base period to determine the base period
      return; and
   o multiplying the base period return by 365/7.
The yield for Shares of The U.S. Government Securities
Fund, The Stock Fund, The Virginia Municipal Bond Fund
and The Maryland Municipal Bond Fund is determined by
dividing the net investment income per share (as
defined by the Securities and Exchange Commission)
earned by the class of shares over a thirty-day period
by the maximum offering price per share of the class
of shares on the last day of the period. The yield of
the Investment Shares of the Fund is determined each
day by dividing the net investment income per share
(as defined by the Securities and Exchange Commission)
earned by the class of shares over a thirty-day period
by the maximum offering price per share of the class
of shares 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.
With respect to The U.S. Government Securities Fund
and The Stock Fund, the yield will be calculated
separately for Investment Shares and Trust Shares.
Because Investment Shares are subject to a 12b-1 fee,
the net yield for Trust Shares for the same period
will exceed that of Investment Shares.
To the extent that financial institutions and
broker/dealers charge fees in connection with services
provided in conjunction with an investment in a Fund,
the performance will be reduced for those shareholders
paying those fees.
EFFECTIVE YIELD
The effective yield for the seven-day period ended
September 30, 1994 for the The Treasury Money Market
Fund and The Money Market Fund was 4.18% and 4.44% for
Trust Shares and 3.92% and 4.18% for Investment
Shares, respectively. The effective yield for the
period ended September 30, 1994 for The Tax-Free Money
Market Fund was 3.03%.
The effective yield of The Treasury Money Market Fund,
The Money Market Fund, and The Tax-Free Money Market
Fund is computed by compounding the unannualized base
period return by:
   o adding 1 to the base period return;
   o raising the sum to the 365/7th power; and
   o subtracting 1 from the result.
TAX-EQUIVALENT YIELD
The tax-equivalent yield for both classes of shares
for The Virginia Municipal Bond Fund, The Maryland
Municipal Bond Fund, and The Tax-Free Money Market
Fund is calculated similarly to the yield, but is
adjusted to reflect the taxable yield that either
class would have had to earn to equal its actual
yield, assuming a 28% tax rate and also assuming that
income earned by the Fund is 100% tax-exempt.
The tax-equivalent yield for the Trust Shares for the
thirty-day period ended September 30, 1994, was 7.14%
for The Virginia Municipal Bond Fund and 7.88% for The
Maryland Municipal Bond Fund. The tax-equivalent yield
for the Investment Shares was 6.75% for The Virginia
Municipal Bond Fund and 7.47% for The Maryland
Municipal Bond Fund for the same period. The tax-
equivalent yield for The Tax-Free Money Market Fund
for the same period was 4.14%%.
   Tax-Equivalency Tables
      Both classes of shares may also use a tax-
      equivalency table in advertising and sales
      literature. The interest earned by the municipal
      bonds in the Fund's portfolio generally remains
      free from federal regular income tax, and is
      often free from state and local taxes as well.
      As the tables below indicate, a "tax-free"
      investment is an attractive choice for
      investors, particularly in times of narrow
      spreads between tax-free and taxable yields.
     TAXABLE YIELD EQUIVALENT FOR 1995
     COMMONWEALTH OF VIRGINIA

     COMBINED FEDERAL AND STATE INCOME TAX BRACKET:
                 20.75%   33.75%       36.75%        41.75%        45.35%

     JOINT         $1-   $39,001      $94,251       $143,601        OVER
     RETURN:     39,000   94,250      143,600       256,500       $256,500
     
     SINGLE        $1    $23,351      $56,551       $117,951        OVER
     RETURN:     23,350   56,550      117.,950      256,500       $256,500

     TAX-EXEMPT
     YIELD                   TAXABLE YIELD EQUIVALENT

      3.50%      4.42%      5.28%       5.53%        6.01%         6.40%
      4.00%      5.05%      6.04%       6.32%        6.87%         7.32%
      4.50%      5.68%      6.79%       7.11%        7.73%         8.23%
      5.00%      6.31%      7.55%       7.91%        8.58%         9.15%
      5.50%      6.94%      8.30%       8.70%        9.44%        10.06%
      6.00%      7.57%      9.06%       9.49%       10.30%        10.98%
      6.50%      8.20%      9.81%      10.28%       11.16%        11.89%
      7.00%      8.83%     10.57%      11.07%       12.02%        12.81%
      7.50%      9.46%     11.32%      11.86%       12.88%        13.72%
      8.00%      10.09%    12.08%      12.65%       13.73%        14.64%
     
     NOTE: THE MAXIMUM MARGINAL
     TAX RATE FOR EACH BRACKET
     WAS USED IN CALCULATING THE
     TAXABLE YIELD EQUIVALENT.
     FURTHERMORE, ADDITIONAL
     STATE AND LOCAL TAXES PAID
     ON COMPARABLE TAXABLE
     INVESTMENTS WERE NOT USED
     TO INCREASE FEDERAL
     DEDUCTIONS.
The charts above are for illustrative purposes only. They
are not an indicator of past or future performance of
either class of shares.
*Some portion of the Fund's income may be subject to the
federal alternative minimum tax and state and local
taxes.

     
     
     TAXABLE YIELD EQUIVALENT FOR 1995
     STATE OF MARYLAND
     INCLUDING LOCAL INCOME TAX

     COMBINED FEDERAL, STATE, AND COUNTY INCOME TAX
     BRACKET:
              22.50%   32.50%   38.50%      40.00%      45.00%       48.60%

     JOINT     $1-    $39,001  $94,251     $100,001    $143,601    OVER
     RETURN:  39,000   94,250  100,000     143,600     $256,500$256,500
     
     SINGLE    $1-    $23,351  $56,551     $100,000    $117,951    OVER
     RETURN:  23,350   56,550  100,000     117,950     256,500 $256,500

     TAX-EXEMPT
     YIELD                   TAXABLE YIELD EQUIVALENT

      2.00%   2.58%      3.10%    3.25%       3.33%       3.64%       3.89%
      2.50%   3.23%      3.88%    4.07%       4.17%       4.55%       4.86%
      3.00%   3.87%      4.65%    4.88%       5.00%       5.45%       5.84%
      3.50%   4.52%      5.43%    5.69%       5.83%       6.36%       6.81%
      4.00%   5.16%      6.20%    6.50%       6.67%       7.27%       7.78%
      4.50%   5.81%      6.98%    7.32%       7.50%       8.18%       8.75%
      5.00%   6.45%      7.75%    8.13%       8.33%       9.09%       9.73%
      5.50%   7.10%      8.53%    8.94%       9.17%      10.00%      10.70%
      6.00%   7.74%      9.30%    9.76%      10.00%      10.91%      11.67%
      6.50%   8.39%     10.08%   10.57%      10.83%      11.82%      12.65%
     
     NOTE: THE MAXIMUM MARGINAL
     TAX RATE FOR EACH BRACKET
     WAS USED IN CALCULATING THE
     TAXABLE YIELD EQUIVALENT.
     FURTHERMORE, ADDITIONAL
     STATE AND LOCAL TAXES PAID
     ON COMPARABLE TAXABLE
     INVESTMENT WERE NOT USED TO
     INCREASE FEDERAL
     DEDUCTIONS. THE LOCAL
     INCOME TAX RATE IS ASSUMED
     TO BE 50% OF THE STATE RATE
     FOR ALL COUNTIES EXCLUDING
     ALLEGHENY, BALTIMORE,
     MONTGOMERY, PRINCE
     GEORGE'S, TALBOT, AND
     WORCHESTER.

The charts above are for illustrative purposes only.
They are not an indicator of past or future
performance of either class of shares.
*Some portion of the Fund's income may be subject to
the federal alternative minimum tax and state and
local taxes.
PERFORMANCE COMPARISONS
Each Fund's performance of both classes of shares
depends upon such variables as:
   o portfolio quality;
   o average portfolio maturity;
   o type of instruments in which the portfolio is
      invested;
   o changes in interest rates on money market
      instruments, in the case of The Treasury Money
      Market Fund and The Money Market Fund, or
      changes in interest rates and market value of
      portfolio securities in the case of U.S.
      Government Income Fund, The Stock Fund, The
      Virginia Municipal Bond Fund and Maryland
      Municipal Bond Fund;
   o changes in each Fund's or each class of Shares'
      expenses;
   o the relative amount of The Treasury Money Market
      Fund's and The Money Market Fund's cash flow;
      and
   o various other factors.
In the case of The U.S. Government Securities Fund,
The Stock Fund, The Virginia Municipal Bond Fund and
The Maryland Municipal Bond Fund, either class of
shares' performance fluctuates on a daily basis
largely because net earnings and offering price per
Share fluctuate daily. Both net earnings and offering
price per Share are factors in the computation of
yield and total return.
From time to time, each Fund may advertise its
performance compared to similar funds or portfolios
using certain indices, reporting services, and
financial publications. These may include the
following:
THE U.S. GOVERNMENT SECURITIES FUND:
   o MERRILL LYNCH COMPOSITE 1-5 YEAR TREASURY INDEX
      is comprised of approximately 66 issues of U.S.
      Treasury securities maturing between 1 and 4.99
      years, with coupon rates of 4.25% or more. These
      total return figures are calculated for one,
      three, six, and twelve month periods and year-to-
      date and include the value of the bond plus
      income and any price appreciation or
      depreciation.
   o SALOMON BROTHERS 3-5 YEARS GOVERNMENT INDEX
      quotes total returns for U.S. Treasury issues
      (excluding flower bonds) which have maturities
      of three to five years. These total returns are
      year-to-date figures which are calculated each
      month following January 1.
   o 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
      income into account any change in net asset
      value over a specific period of time. From time
      to time, the Trust will quote its Lipper ranking
      in the U.S. Government funds category in
      advertising and sales literature.
   o MERRILL LYNCH 3-5 YEAR TREASURY INDEX is
      comprised of approximately 24 issues of
      intermediate-term U.S. government and U.S.
      Treasury securities with maturities between 3
      and 4.99 years and coupon rates above 4.25%.
      Index returns are calculated as total returns
      for periods of one, three, six and twelve months
      as well as year-to-date.
   o MERRILL LYNCH 3-YEAR TREASURY YIELD CURVE INDEX
      is an unmanaged index comprised of the most
      recently issued 3-year U.S. Treasury notes.
      Index returns are calculated as total returns
      for periods of one, three, six, and twelve
      months as well as year-to-date.
   o LEHMAN BROTHERS GOVERNMENT INTERMEDIATE INDEX is
      an unmanaged index comprised of all publicly
      issued, non-convertible domestic debt of the
      U.S. government, or any agency thereof, or any
      quasi-federal corporation and of corporate debt
      guaranteed by the U.S. government. Only notes
      and bonds with a minimum outstanding principal
      of $1 million and maturities of 1-10 years.
   o 3 YEAR TREASURY NOTES Source: Wall Street
      Journal, Bloomberg Financial Markets, and
      Telerate.. 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.
THE STOCK FUND:
   o 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 and sales literature.
   o 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.
   o STANDARD & POOR'S DAILY STOCK PRICE INDEX OF 500
      COMMON STOCKS, a composite index of common
      stocks in industry, transportation, and
      financial and publicutility companies, compares
      total returns of funds whose portfolios
      areinvested 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.
   o 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.
THE VIRGINIA MUNICIPAL BOND FUND AND THE MARYLAND
MUNICIPAL BOND FUND:
   o 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
      "general municipal bond funds" category in
      advertising and sales literature.
   o 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.
THE TREASURY MONEY MARKET FUND:
   o LIPPER ANALYTICAL SERVICES, INC., ranks funds in
      various fund categories by making comparative
      calculations using total return. Total return
      assumes the reinvestment of all income dividends
      and capital gains distributions, if any. From
      time to time, the Fund will quote its Lipper
      ranking in the "short-term U.S. government
      funds" category in advertising and sales
      literature.
   o SALOMON 30-DAY TREASURY BILL INDEX is a weekly
      quote of the most representative yields for
      selected securities, issued by the U.S.
      Treasury, maturing in 30 days.
THE MONEY MARKET FUND:
   o LIPPER ANALYTICAL SERVICES, INC., ranks funds in
      various fund categories by making comparative
      calculations using total return. Total return
      assumes the reinvestment of all income dividends
      and capital gains distributions, if any. From
      time to time, the Fund will quote its Lipper
      ranking in the "money market instruments fund"
      category in advertising and sales literature.
   o BANK RATE MONITOR NATIONAL INDEX, Miami,
      Florida, is a financial reporting service which
      publishes weekly average rates of 50 leading
      bank and thrift institution money market deposit
      accounts. The rates published in the index are
      an average of the personal account rates offered
      on the Wednesday prior to the date of
      publication by ten of the largest banks and
      thrifts in each of the five largest Standard
      Metropolitan Statistical Areas. Account minimums
      range upward from $2,500 in each institution and
      compounding methods vary. If more than one rate
      is offered, the lowest rate is used. Rates are
      subject to change at any time specified by the
      institution. Investors may use such indices or
      reporting services in addition to either class
      of shares' prospectus to obtain a more complete
      view of the Share's performance before
      investing. Of course, when comparing performance
      of either class of shares to any index, factors
      such as portfolio composition and prevailing
      market conditions should be considered in
      assessing the significance of such comparisons.
THE TAX-FREE MONEY MARKET FUND
   o LIPPER ANALYTICAL SERVICES, INC. ranks funds in
      various fund categories by making comparative
      calculations using total return. Total return
      assumes the reinvestment of all income dividends
      and capital gains distributions, if any. From
      time to time, the Fund will quote its Lipper
      ranking in the "Tax-Free Money Market Funds"
      category in advertising and sales literature.
   o IBC/DONOGHUE'S MONEY FUND REPORT publishes
      annualized yields of hundreds of money market
      funds on a weekly basis, and through its Money
      Market Insight publication, reports monthly and
      12-month-to-date investment results for the same
      money funds.
   o MONEY, A MONTHLY MAGAZINE, regularly ranks money
      market funds in various categories based on the
      latest available seven-day compound effective
      yield. From time to time, the Fund will quote
      its Money ranking in advertising and sales
      literature.
   o SALOMON BROTHERS SIX-MONTH PRIME MUNI NOTES is
      an index of selected municipal notes, maturing
      in six months, whose yields are chosen as
      representative of this market. Calculations are
      made weekly and monthly.
   o SALOMON BROTHERS ONE-MONTH TAX-EXEMPT COMMERCIAL
      PAPER is an index of selected tax-exempt
      commercial paper issues, maturing in one month,
      whose yields are chosen as representative of
      this particular market. It is a weekly quote of
      the most representative yields for selected
      securities, issued by the U.S. Treasury,
      maturing in 30 days. Calculations are made
      weekly and monthly. Ehrlich-Bober & Co., Inc.
      also tracks this Salomon Brothers Index.
Advertisements and other sales literature for both
classes of shares 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.
FINANCIAL STATEMENTS
The financial statements for the fiscal period ended
September 30, 1994, are incorporated herein by
reference from the Funds' Annual Report dated
September 30, 1994. A copy of the Annual Report for a
Fund may be obtained without charge by contacting
Signet Trust Company at the address located on the
back cover of the combined prospectus of by calling
804-771-7470.
APPENDIX
STANDARD AND POOR'S RATINGS GROUP MUNICIPAL BOND RATING
DEFINITIONS
AAA-Debt rated AAA has the highest rating assigned by
Standard & Poor's. Capacity to pay interest and repay
principal is extremely strong.
AA-Debt rated AA has a very strong capacity to pay
interest and repay principal and differs from the higher
rated issues only in small degree.
A-Debt rated A has a strong capacity to pay interest and
repay principal although it is somewhat more susceptible
to the adverse effect of changes in circumstances and
economic conditions than debt in higher rated categories.
BBB-Debt rated BBB is regarded as having an adequate
capacity to pay interest and repay principal. Whereas it
normally exhibits adequate protection parameters, adverse
economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and
repay principal for debt in this category than in higher
rated categories.
BB, B, CCC, CC-Debt rated BB, B, CCC and CC is regarded,
on balance, as predominantly speculative with respect to
capacity to pay interest and repay principal in
accordance with the terms of the obligation. BB indicates
the lowest degree of speculation and CC the highest
degree of speculation. While such debt will likely have
some quality and protective characteristics, these are
outweighed by large uncertainties of major risk exposures
to adverse conditions.
CI-The rating CI is reserved for income bonds on which no
interest is being paid.
D-Debt rated D is in default, and payment of interest
and/or repayment of principal is in arrears.

MOODY'S INVESTORS SERVICE, INC. MUNICIPAL BOND RATING
DEFINITIONS
AAA-Bonds which are rated Aaa are judged to be of the
best quality. They carry the smallest degree of
investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by
an exceptionally stable margin and principal is secure.
While the various protective elements are likely to
change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of
such issues.
AA-Bonds which are rated Aa are judged to be of high
quality by all standards. Together with the Aaa group,
 they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa
securities or fluctuation of protective elements may be
of greater amplitude or there may be other elements
present which make the long term risks appear somewhat
larger than in Aaa securities.
A-Bonds which are rated A possess many favorable
investment attributes and are to be considered as upper
medium grade obligations. Factors giving security to
principal and interest are considered adequate but
elements may be present which suggest a susceptibility to
impairment some time in the future. Baa-Bonds which are
rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear
adequate for the present but certain protective elements
may be lacking or may be characteristically unreliable
over any great length of time. Such bonds lack
outstanding investment characteristics and in fact have
speculative characteristics as well.
BA-Bonds which are Ba are judged to have speculative
elements; their future cannot be considered as well
assured. Often the protection of interest and principal
payments may be very moderate and thereby not well
safeguarded during both good and bad times over the
future. Uncertainty of position characterizes bonds in
this class.
B-Bonds which are rated B generally lack characteristics
of the desirable investment. Assurance of interest and
principal payments or of maintenance of other terms of
the contract over any long period of time may be small.
Caa-Bonds which are rated Caa are of poor standing. Such
issues may be in default or there may be present elements
of danger with respect to principal or interest.
CA-Bonds which are rated Ca represent obligations which
are speculative in a high degree. Such issues are often
in default or have other marked shortcomings.
C-Bonds which are rated C are the lowest rated class of
bonds and issues so rated can be regarded as having
extremely poor prospects of ever attaining any real
investment standing.
FITCH INVESTORS SERVICE, INC., LONG-TERM DEBT RATINGS
AAA-Bonds considered to be investment grade and of the
highest credit quality. The obligor has an exceptionally
strong ability to pay interest and repay principal, which
is unlikely to be affected by reasonably foreseeable
events.
AA-Bonds considered to be investment grade and of very
high quality. The obligor's ability to pay interest and
repay principal is very strong, although not quite as
strong as bonds rated AAA. Because bonds rated in the AAA
and AA categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these
issuers is generally rated F-1+.
NR-NR indicates that Fitch does not the specific issue.
Plus (+) or Minus (-): Plus and minus signs are used with
a rating symbol to indicate the relative position of a
credit within the rating category. Plus and minus signs,
however, are not used in AAA category.
STANDARD & POOR'S CORPORATION, MUNICIPAL NOTE RATINGS
SP-1-Very strong or strong capacity to pay principal and
interest. Those issues determined to possess overwhelming
safety characteristics will be given a plus (+)
designation.
SP-2-Satisfactory capacity to pay principal and interest.
MOODY'S INVESTORS SERVICE, SHORT-TERM LOAN RATINGS
MIG1/VMIG1-This designation denotes best quality. There
is present strong protection by established cash flows,
superior liquidity support or demonstrated broad-based
access to the market for refinancing.
MIG2/VMIG2-This designation denotes high quality. Margins
of protection are ample although not so large as in the
preceding group.
2102608B-R (2/95)


   



THE VIRTUS FUNDS
    

(FORMERLY THE MEDALIST FUNDS)
INVESTMENT SHARES
CONSISTS OF SEVEN PORTFOLIOS:
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; AND
THE TAX-FREE MONEY MARKET FUND
Combined Statement of Additional Information










       
    This Combined Statement of Additional
    Information should be read with the Combined
    Prospectus for the Investment Shares
    ("Investment Shares") of The Virtus Funds (the
    "Trust") and The Tax-Free Money Market Fund,
    dated January 31, 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 JANUARY 31, 1995
       
    (Revised March 1, 1995)
        
    
   
FEDERATED
INVESTORS
Distr
ibuto
r
A
subsi
diary
of
Feder
ated
Inves
tors
GENERAL INFORMATION            Compensation                        17
ABOUT THE TRUST                         1 Trustee Liability  18
INVESTMENT OBJECTIVE AND      INVESTMENT ADVISORY
POLICIES OF THE FUNDS                   1SERVICES                   18
THE U.S. GOVERNMENT            Adviser to the Trust                 18
SECURITIES FUND                         1 Advisory Fees             18
 Types of Investments                  1
THE STOCK FUND                          1
 Commercial Paper                      4
 Bank Instruments                      4
THE VIRGINIA MUNICIPAL
BOND FUND AND THE
MARYLAND MUNICIPAL BOND
FUND                                    4
 Acceptable Investments                4
 Types of Acceptable
   Investments                          5
THE TREASURY MONEY
MARKET FUND                             5
 Types of Investments                  5
THE MONEY MARKET FUND                   5
 Types of Investments                  5
THE TAX-FREE MONEY
MARKET FUND                             5
PORTFOLIO INVESTMENTS
AND STRATEGIES                          6
 Repurchase Agreements                 6
 Reverse Repurchase
   Agreements                           6
 When-Issued and
   Delayed Delivery
   Transactions                         6
 Lending of Portfolio
   Securities                           6
 Restricted and
   Illiquid Securities                  6
 Participation
   Interests                            7
 Variable Rate
   Municipal Securities                 7
 Municipal Leases                      7
 Temporary Investments                 8
 Adjustable Rate
   Mortgage Securities                  8
 Portfolio Turnover                    8
INVESTMENT LIMITATIONS                  8
   
THE VIRTUS FUNDS
MANAGEMENT                             12
    
 Officers and Trustees                12
 The Funds                            16
 Fund Ownership                       16
 Officers and Trustees
CUSTODIAN                                                            19
BROKERAGE TRANSACTIONS                                               19
PURCHASING SHARES                                                    19
 Distribution Plan                    19
 Conversion to Federal
   Funds                               20
ADMINISTRATIVE
ARRANGEMENTS                           20
DETERMINING NET ASSET
VALUE                                  20
 Determining Market
   Value of Securities                 20
 Use of the Amortized
   Cost Method                         21
 Valuing Municipal
   Securities                          22
 Use of Amortized Cost                22
REDEEMING SHARES                       22
 Redemption in Kind                   22
TAX STATUS                             22
 The Funds' Tax Status                22
 Shareholders' Tax
   Status                              22
TOTAL RETURN                           23
YIELD                                  23
EFFECTIVE YIELD                        24
TAX-EQUIVALENT YIELD                   24
PERFORMANCE COMPARISONS                27
 The U.S. Government
   Securities Fund:                    27
 The Stock Fund:                      27
 The Virginia Municipal
   Bond Fund and The
   Maryland Municipal
   Bond Fund:                          28
 The Treasury Money
   Market Fund:                        28
 The Money Market Fund:               28
 The Tax-Free Money
   Market Fund:                        28
 Financial Statements                 29
APPENDIX                               30

GENERAL INFORMATION ABOUT THE TRUST


   
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 seven 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, and The Tax-
Free Money Market Fund. On October 1, 1992, the name
of the Trust was changed from "The SBK Select Series"
to "Signet Select Funds." On August 15, 1994, the name
of the Trust was changed from "Signet Select Funds" to
"The Medalist Funds." On February 15, 1995, the name
of the Trust was changed from "The Medalist Funds" to
"The Virtus Funds."
    
With the exception of The Tax-Free Money Market Fund,
which offers a single class of shares, the Funds are
offered in two classes, Investment Shares and Trust
Shares. This Combined Statement of Additional
Information relates only to the Investment Shares of
those Funds offering classes and to shares of The Tax-
Free Money Market Fund.

INVESTMENT OBJECTIVE AND POLICIES OF THE FUNDS


The prospectus discusses the objective of each Fund
and the policies it employs to achieve those
objectives. The following discussion supplements the
description of the Funds' investment policies in the
Combined prospectus.
The Funds' respective investment objectives cannot be
changed without approval of shareholders. 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.
Additional information about investment limitations,
strategies that one or more Funds may employ, and
certain investment policies mentioned below appear in
the prospectus section "Portfolio Investments and
Strategies."

THE U.S. GOVERNMENT SECURITIES FUND


TYPES OF INVESTMENTS
The Fund invests primarily in securities which are
guaranteed as to payment of principal and interest by
the U.S. government or its instrumentalities.
   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;
      Federal Home Loan Banks; Farmers Home
      Administration; and Federal National Mortgage
      Association.
   Collateralized Mortgage Obligations (CMOs)
      Privately issued CMOs generally represent an
      ownership interest in federal agency mortgage
      pass-through securities such as those issued by
      the Government National Mortgage Association.
      The terms and characteristics of the mortgage
      instruments may vary among pass-through mortgage
      loan pools.
      The market for such CMOs has expanded
      considerably since its inception. The size of
      the primary issuance market and the active
      participation in the secondary market by
      securities dealers and other investors make
      government-related pools highly liquid.

THE STOCK FUND


The Fund invests primarily in the securities of high
quality companies, including 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 objectives. 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.
   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 contract held by the Fund is valued
      daily at the official settlement price of the
      exchange on which it is traded. Each day the
      Fund pays or receives cash, called "variation
      margin," equal to the daily change in value of
      the futures contract. This process is known as
      "marking to market." Variation margin does not
      represent a borrowing or loan by the Fund but is
      instead settlement between the Fund and the
      broker of the amount one would owe the other if
      the futures contract expired. In computing its
      daily net asset value, the Fund will mark to
      market its open futures positions.
      The Fund is also required to deposit and
      maintain margin when it writes call options on
      futures contracts.
   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 are those set forth
      under "The U.S. Government Securities Fund-U.S.
      Government Obligations."
COMMERCIAL PAPER
The Fund may invest in commercial paper rated at least
A-1 by Standard & Poor's Ratings Group ("S&P"), Prime-
1 by Moody's Investors Service, Inc. ("Moody's"), or F-
1 by Fitch Investors Service ("Fitch") and money
market instruments (including commercial paper) which
are unrated but of comparable quality, including
Canadian Commercial Paper ("CCPs") and Europaper. In
the case where commercial paper, CCPs or Europaper
have received different ratings from different rating
services, such commercial paper, CCPs or Europaper is
an acceptable investment so long as at least one
rating is one of the preceding high quality ratings
and provided the investment adviser has determined
that such investment presents minimal credit risks.
BANK INSTRUMENTS
The Fund may invest in the instruments of banks and
savings and loans whose deposits are 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, such as certificates of
deposit, demand and time deposits, savings shares, and
bankers' acceptances. These instruments are not
necessarily guaranteed by those organizations.
In addition to domestic bank obligations such as
certificates of deposit, demand and time deposits,
savings shares, and bankers' acceptances, the Fund may
invest in:
   o Eurodollar Certificates of Deposit ("ECDs")
      issued by foreign branches of U.S. or foreign
      banks;
   o Eurodollar Time Deposits ("ETDs"), which are
      U.S. dollar-denominated deposits in foreign
      branches of U.S. or foreign banks;
   o Canadian Time Deposits, which are U.S. dollar-
      denominated deposits issued by branches of major
      Canadian banks located in the United States; and
   o Yankee Certificates of Deposit ("Yankee CDs"),
      which are U.S. dollar-denominated certificates
      of deposit issued by U.S. branches of foreign
      banks and held in the United States.

THE VIRGINIA MUNICIPAL BOND FUND AND THE MARYLAND
MUNICIPAL BOND FUND


ACCEPTABLE INVESTMENTS
The Virginia Municipal Bond Fund and The Maryland
Municipal Bond Fund pursue their investment objectives by
investing in professionally managed portfolios of
securities at least 65% of which are comprised of
Virginia (in the case of The Virginia Municipal Bond
Fund) or Maryland (in the case of The Maryland Municipal
Bond Fund) municipal securities. The Funds will invest
their assets so that, under normal circumstances, at
least 80% of their annual interest income is exempt from
federal regular and Virginia (in the case of The Virginia
Municipal Bond Fund) or Maryland (in the case of The
Maryland Municipal Bond Fund) state income taxes or that
at least 80% of their total assets are invested in
obligations, the interest income from which is exempt
from federal regular and Virginia (in the case of The
Virginia Municipal Bond Fund) or Maryland (in the case of
The Maryland Municipal Bond Fund) state income taxes.

   Characteristics
      The municipal securities in which the Funds
      invest have the characteristics set forth in the
      prospectus. An unrated municipal security will
      be determined by a Fund's adviser to meet the
      quality standards established by the Fund's
      Board of Trustees if it is of comparable quality
      to the rated municipal securities which the Fund
      purchases. The Trustees consider the
      creditworthiness of the issuer of a municipal
      security, the issuer of a participation interest
      if the Fund has the right to demand payment from
      the issuer of the interest or the guarantor of
      payment by either of those issuers.
      If Moody's or S&P's ratings change because of
      changes in those organizations or in their
      rating systems, a Fund will try to use
      comparable ratings as standards in accordance
      with the investment policies described in the
      Fund's prospectus.
TYPES OF ACCEPTABLE INVESTMENTS
Examples of Virginia and Maryland municipal securities
are:
   o municipal notes and tax-exempt commercial paper;
   o serial bonds sold with a series of maturity
      dates;
   o tax anticipation notes sold to finance working
      capital needs of municipalities in anticipation
      of receiving taxes at a later date;
   o bond anticipation notes sold in anticipation of
      the issuance of longer-term bonds in the future;
   o revenue anticipation notes sold in expectation
      of receipt of federal income available under the
      Federal Revenue Sharing Program;
   o prerefunded municipal bonds refundable at a
      later date (payment of principal and interest on
      prerefunded bonds is assured through the first
      call date by the deposit in escrow of U.S.
      government securities); or
   o general obligation bonds secured by a
      municipality's pledge of taxation.

THE TREASURY MONEY MARKET FUND


TYPES OF INVESTMENTS
The Fund invests only in short-term U.S. Treasury
obligations. Short-term U.S. Treasury obligations as
used herein refers to evidences of indebtedness issued
by the United States, or issued by an agency or
instrumentality thereof, and fully guaranteed as to
principal and interest by the United States, maturing
in 397 days or less from the date of acquisition
unless they are purchased under a repurchase agreement
that provides for repurchase by the seller within one
year from the date of acquisition. The Fund may also
retain Fund assets in cash.

THE MONEY MARKET FUND


TYPES OF INVESTMENTS
The Fund invests primarily in money market instruments
maturing in 397 days or less and which include, but are
not limited to, commercial paper and demand master notes,
domestic and foreign bank instruments, U.S. government
obligations, and corporate debt obligations.

   Bank Instruments
      The types of bank instruments in which the Fund
      invests are those set forth under "The Stock
      Fund-Bank Instruments."
   U.S. Government Obligations
      The types of U.S. government obligations in
      which the Fund may invest are those set forth
      under "The U.S. Government Securities Fund-U.S.
      Government Obligations."

THE TAX-FREE MONEY MARKET FUND


The Fund invests in a portfolio of municipal
securities maturing in 13 months or less. As a matter
of investment policy, which cannot be changed without
shareholder approval, at least 80% of the Fund's
annual interest income will be exempt from federal
income tax (including alternative minimum tax). The
average maturity of the securities in the Fund's
portfolio, computed on a dollar-weighted basis, will
be 90 days or less.

PORTFOLIO INVESTMENTS AND STRATEGIES


REPURCHASE AGREEMENTS
The Funds or their 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 Funds believe that under the regular
procedures normally in effect for custody of a Fund's
portfolio securities subject to repurchase agreements,
a court of competent jurisdiction would rule in favor
of a Fund and allow retention or disposition of such
securities. The Funds 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 Funds may also enter into reverse repurchase
agreements. These transactions are similar to
borrowing cash. In a reverse repurchase agreement a
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 a 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 a Fund will
be able to avoid selling portfolio instruments at a
disadvantageous time.
When effecting reverse repurchase agreements, liquid
assets of a 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 an advantageous price or yield for a
Fund. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid
assets of a Fund sufficient to make payment for the
securities to be purchased are segregated on a Fund's
records at the trade date. These assets are marked to
market daily and are maintained until the transaction
has been settled. The Funds may engage in these
transactions to an extent that would cause the
segregation of an amount up to 20% of the total value
of their assets. The Funds do 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 their respective assets.
LENDING OF PORTFOLIO SECURITIES
The collateral received when The U.S. Government
Securities Fund, The Stock Fund and The Money Market
Fund lend portfolio securities must be valued daily
and, should the market value of the loaned securities
increase, the borrower must furnish additional
collateral to the particular Fund. During the time
portfolio securities are on loan, the borrower pays a
Fund any dividends or interest paid on such
securities. Loans are subject to termination at the
option of a Fund or the borrower. A 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 U.S. Government Securities Fund and The
Stock Fund do 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 AND ILLIQUID SECURITIES
The Funds may invest in restricted securities.
Restricted securities are any securities in which a
Fund may otherwise invest pursuant to its investment
objective and policies but which are subject to
restriction on resale under federal securities law.
However, The U.S. Government Securities Fund, The
Stock Fund, The Virginia Municipal Bond Fund and The
Maryland Municipal Bond Fund will limit investments in
illiquid securities, including certain restricted
securities determined by the Trustees not to be
liquid, and repurchase agreements providing for
settlement in more than seven days after notice, to
15% of its net assets. In the case of The Virginia
Municpal Bond Fund and The Maryland Municipal Bond
Fund, illiquid securities will include participation
interests and variable rate municipal securities
without a demand feature or with a demand feature of
longer than seven days and which the adviser believes
cannot be sold within seven days. The Treasury Money
Market Fund, The Money Market Fund, and The Tax-Free
Money Market Fund will limit investments in illiquid
securities, including certain securities determined by
the Trustees not to be liquid, and repurchase
agreements providing for settlement in more than seven
days after notice, and in the case of The Money Market
Fund, specifically including non-negotiable fixed
income time deposits with maturities over seven days,
to 10% of their net assets.
The U.S. Government Securities Fund, The Stock Fund
and The Money Market 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 Funds believe 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 Funds intend, 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 a
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 Funds intend to not
subject such paper to the limitation applicable to
restricted securities.
PARTICIPATION INTERESTS
The financial institutions from which The Virginia
Municipal Bond Fund, The Maryland Municipal Bond Fund,
and The Tax-Free Money Market Fund purchase
participation interests frequently provide or secure
from other financial institutions irrevocable letters
of credit or guarantees and give a Fund the right to
demand payment on specified notice (normally within
thirty days for The Virginia Municipal Bond Fund and
The Maryland Municipal Bond Fund and seven days for
The Tax-Free Money Market Fund) from the issuer of the
letter of credit or guarantee. These financial
institutions may charge certain fees in connection
with their repurchase commitments, including a fee
equal to the excess of the interest paid on the
municipal securities over the negotiated yield at
which the participation interests were purchased by a
Fund. By purchasing participation interests, a Fund is
buying a security meeting the maturity and quality
requirements of a Fund and is also receiving the tax-
free benefits of the underlying securities.
In the acquisition of participation interests, a Fund's
investment adviser will consider the following quality
factors:
   o the quality of the underlying municipal security
      (of which a Fund takes possession);
   o the quality of the issuer of the participation
      interest; and
   o a guarantee or letter of credit from a high-
      quality financial institution supporting the
      participation interest.
VARIABLE RATE MUNICIPAL SECURITIES
The Virginia Municipal Bond Fund, The Maryland
Municipal Bond Fund, and The Tax-Free Money Market
Fund invest in variable municipal securities. Variable
interest rates generally reduce changes in the market
value of municipal securities from their original
purchase prices. Accordingly, as interest rates
decrease or increase, the potential for capital
appreciation or depreciation is less for variable rate
municipal securities than for fixed income
obligations.
Many municipal securities with variable interest rates
purchased by the The Tax-Free Money Market Fund are
subject to repayment of principal (usually within
seven days) on the The Tax-Free Money Market Fund's
demand. For purposes of determining the Fund's average
maturity, the maturities of these variable rate demand
municipal securities (including participation
interests) are the longer of the periods remaining
until the next readjustment of their interest rates or
the periods remaining until their principal amounts
can be recovered buy exercising the right to demand
payment. The terms of these variable rate demand
instruments require payment of principal and accrued
interest from the issuer of the municipal obligations,
the issuer of the participation interests or a
guarantor of either issuer.
MUNICIPAL LEASES
The Virginia Municipal Bond Fund, The Maryland
Municipal Bond Fund, and The Tax-Free Money Market
Fund may purchase municipal securities in the form of
participation interests which represent undivided
proportional interests in lease payments by a
governmental or nonprofit entity. The lease payments
and other rights under the lease provide for and
secure the payments on the certificates. Lease
obligations may be limited by municipal charter or the
nature of the appropriation for the lease. In
particular, lease obligations may be subject to
periodic appropriation. If the entity does not
appropriate funds for future lease payments, the
entity cannot be compelled to make such payments.
Furthermore, a lease may provide that the certificate
trustee cannot accelerate lease obligations upon
default. The trustee would only be able to enforce
lease payments as they became due. In the event of a
default or failure of appropriation, it is unlikely
that the trustee would be able to obtain an acceptable
substitute source of payment.
In determining the liquidity of municipal lease
securities, the adviser, under the authority delegated
by the Board of Trustees, will base its determination
on the following factors: (a) whether the lease can be
terminated by the lessee; (b) the potential recovery,
if any, from a sale of the leased property upon
termination of the lease; (c) the lessee's general
credit strength (e.g., its debts, administrative,
economic and financial characteristics, and
prospects); (d) the likelihood that the lessee will
discontinue appropriating funding for the leased
property because the property is no longer deemed
essential to its operations (e.g., the potential for
an "event of nonappropriation"); and (e) any credit
enhancement of legal recourse provided upon an event
of nonappropriation or other termination of the lease.
TEMPORARY INVESTMENTS
The Virginia Municipal Bond Fund, The Maryland
Municipal Bond Fund and The Tax-Free Money Market Fund
may also invest in temporary investments during times
of unusual market conditions for defensive purposes
and to maintain liquidity.
From time to time, such as when suitable securities
are not available to the respective Fund, a Fund may
invest a portion of its assets in cash. Any portion of
a Fund's assets maintained in cash will reduce the
amount of assets in securities held in the respective
Fund, and could thereby reduce a Fund's yield.
ADJUSTABLE RATE MORTGAGE SECURITIES
The U.S. Government Securities Fund invests in
adjustable rate mortgage securities ("ARMS"). Not
unlike other U.S. government securities, the market
value of ARMS will generally vary inversely with
changes in market interest rates. Thus, the market
value of ARMS generally declines when interest rates
rise and generally rises when interest rates decline.
While ARMS generally entail less risk of a decline
during periods of rapidly rising rates, ARMS may also
have less potential for capital appreciation than
other similar investments (e.g. investments with
comparable maturities) because as interest rates
decline, the likelihood increases that mortgages will
be prepaid. Furthermore, if ARMS are purchased at a
premium, mortgage foreclosures and unscheduled
principal payment may result in some loss of a
holder's principal investment to the extent of the
premium paid. Conversely, if ARMS are purchased at a
discount, both a scheduled payment of principal and an
unscheduled prepayment of principal would increase
current and total returns and would accelerate the
recognition of income, which would be taxed as
ordinary income when distributed to shareholders.
PORTFOLIO TURNOVER
The Funds will not attempt to set or meet a portfolio
turnover rate since any turnover would be incidental
to transactions undertaken in an attempt to achieve a
Fund's investment objective. The Stock Fund may
experience greater portfolio turnover than would be
expected with a portfolio of higher-rated securities.
A high portfolio turnover will result in increased
transaction costs to the Fund. For the fiscal years
ended September 30, 1994, 1993, and 1992, the
portfolio turnover rates were 227%, 154%, and 201%,
respectively, for The U.S. Government Securities Fund;
205%, 67%, and 38%, respectively, for The Stock Fund;
29%, 17%, and 51%, respectively, for The Virginia
Municipal Bond Fund; and 27%, 23%, and 34%,
respectively, for The Maryland Municipal Bond Fund.

INVESTMENT LIMITATIONS


   Issuing Senior Securities and Borrowing Money
      The Funds will not issue senior securities
      except that a Fund may borrow money directly or
      through reverse repurchase agreements in amounts
      up to one-third of the value of its net assets,
      including the amount borrowed. The Funds 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 a Fund to meet redemption
      requests when the liquidation of portfolio
      securities is deemed to be inconvenient or
      disadvantageous. A Fund will not purchase any
      securities while any borrowings in excess of 5%
      of its total assets are outstanding. With
      respect to The U.S. Government Securities Fund,
      The Stock Fund, The Virginia Municipal Bond
      Fund, The Maryland Municipal Bond Fund, The
      Treasury Money Market Fund, and The Money Market
      Fund, during the period any reverse repurchase
      agreements are outstanding, the Funds will
      restrict the purchase of portfolio securities to
      money market instruments maturing on or before
      the expiration date of the reverse repurchase
      agreements, but only to the extent necessary to
      assure completion of the reverse repurchase
      agreements.
   Selling Short and Buying on Margin
      The Funds will not purchase any securities on
      margin but they may obtain such short-term
      credits as may be necessary for clearance of
      transactions. With respect to The U.S.
      Government Securities Fund and The Stock Fund,
      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. The Virginia Municipal Bond
      Fund, The Maryland Municipal Bond Fund, The
      Treasury Money Market Fund, The Money Market
      Fund, and The Tax-Free Money Market Fund may not
      sell any securities short.
   Pledging Assets
      The Funds will not mortgage, pledge, or
      hypothecate any assets except to secure
      permitted borrowings. In these cases the Funds,
      except The Tax-Free Money Market 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
      a 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 U.S. Government Securities Fund, The Stock
      Fund, The Treasury Money Market Fund and The
      Money Market Fund, will not lend any of their
      assets, except portfolio securities up to one-
      third of the value of their total assets. This
      shall not prevent a 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 a
      Fund's investment objective, policies, and
      limitations or the Trust's Declaration of Trust.
      The Virginia Municipal Bond Fund and The
      Maryland Municipal Bond Fund will not lend any
      of their assets, except that they may acquire
      publicly or nonpublicly issued municipal
      securities or temporary investments or enter
      into repurchase agreements as permitted by a
      Fund's investment objective, policies,
      limitations and Declaration of Trust.
      The Tax-Free Money Market Fund will not lend any
      of its assets except that it may purchase or
      hold portfolio securities permitted by its
      investment objective, policies and limitations,
      or Declaration of Trust.
   Investing in Restricted Securities
      Except for The Tax-Free Money Market Fund, the
      Funds will not invest more than 10% of their net
      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. With respect to The U.S.
      Government Securities Fund, The Stock Fund and
      The Money Market Fund, 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).
      The Tax-Free Money Market Fund will not invest
      more than 10% of its total assets in securities
      subject to restrictions on resale under federal
      securities law, except for restricted securities
      determined to be liquid under criteria
      established by the Trustees.
   Investing in Commodities
      The Funds will not purchase or sell commodities,
      commodity contracts or commodity futures
      contracts except for financial futures contracts
      in the case of The Stock Fund.
   Investing in Real Estate
      The Funds will not purchase or sell real estate,
      although The U.S. Government Securities Fund and
      The Stock 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. The Virginia Municipal
      Bond Fund, The Maryland Municipal Bond Fund, The
      Money Market Fund, and The Tax-Free Money Market
      Fund may invest in securities of issuers whose
      business involves the purchase or sale of real
      estate or in securities which are secured by
      real estate or interests in real estate.
   Diversification of Investments
      With respect to 75% of the value of its total
      assets, The U.S. Government Securities Fund, The
      Stock Fund and The Money Market 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. The U.S. Government Fund and The
      Stock Fund will not acquire more than 10% of the
      outstanding voting securities of any one issuer.
   Concentration of Investments
      The U.S. Government Securities Fund, The Stock
      Fund and The Money Market Fund will not invest
      25% or more of the value of their total assets
      in any one industry. With respect to The Money
      Market Fund, investing in bank instruments (such
      as time and demand deposits and certificates of
      deposit), U.S. government obligations, or
      instruments secured by these money market
      instruments, such as repurchase agreements for
      U.S. government obligations, shall not be
      considered investments in any one industry.
      The Virginia Municipal Bond Fund and The
      Maryland Municipal Bond Fund will not purchase
      securities if, as a result of such purchase, 25%
      or more of the value of its total assets would
      be invested in any one industry or in industrial
      development bonds or other securities, the
      interest on which is paid from revenues of
      similar types of projects. However, these Funds
      may invest as temporary investments more than
      25% of the value of its assets in cash or cash
      items, securities issued or guaranteed by the
      U.S. government, its agencies, or
      instrumentalities, or instruments secured by
      these money market instruments, such as
      repurchase agreements.
      The Tax-Free Money Market Fund will not invest
      25% or more of the value of its total assets in
      any one industry, except that it may invest more
      than 25% of its total assets in securities
      issued or guaranteed by the U.S. government, its
      agencies or instrumentalities and industrial
      development bonds as long as they are not from
      the same facility or similar types of
      facilities. The Tax-Free Money Market Fund does
      not intend to purchase securities that would
      increase the percentage of its assets invested
      in the securities of governmental subdivisions
      located in any one state, territory, or U.S.
      possession to 25% or more.
   Underwriting
      The Funds will not underwrite any issue of
      securities, except as a 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 a Fund without approval of a majority of that
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 U.S. Government Securities Fund, The Stock
      Fund, The Virginia Municipal Bond Fund, and The
      Maryland Municipal Bond Fund will not invest
      more than 15% of the value of their 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; and, in the case of The Virginia
      Municipal Bond Fund and The Maryland Municipal
      Bond Fund, specifically including participation
      interests and variable rate municipal securities
      without a demand feature or with a demand
      feature of longer than seven days and which the
      adviser believes cannot be sold within seven
      days. The Treasury Money Market Fund, The Money
      Market Fund, and The Tax-Free Money Market Fund
      will not invest more than 10% of the value of
      their 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; and, in the case of The Money
      Market Fund, specifically including non-
      negotiable fixed income time deposits with
      maturities over seven days.
   Investing in Securities of Other Investment Companies
      The Funds will limit their respective 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, or
      invest more than 10% of total assets in
      investment companies in general. The U.S.
      Government Securities Fund, The Stock Fund, The
      Treasury Money Market Fund and The Money Market
      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. With respect to The
      Treasury Money Market Fund and The Money Market
      Fund, the Funds will limit their investments and
      the securities of other investment companies to
      those of The Money Market Funds having
      investment objectives and policies similar to
      their own. The Virginia Municipal Bond Fund and
      The Maryland Municipal Bond Fund will invest in
      other investment companies primarily for the
      purposes of investing short-term cash which has
      not yet been invested in other portfolio
      instruments. The adviser will waive its
      investment advisory fee on assets invested in
      securities of open-end investment companies.
   Investing in New Issuers
      The U.S. Government Securities Fund, The Stock
      Fund, The Money Market Fund, and The Tax-Free
      Money Market Fund will not invest more than 5%
      of the value of their total assets in securities
      of issuers which have records of less than three
      years of continuous operations, including the
      operation of any predecessor. The Virginia
      Municipal Bond Fund and The Maryland Municipal
      Bond Fund will not invest more than 5% of the
      value of its total assets in industrial
      development bonds where the payment of principal
      and interest is the responsibility of companies
      (or in the alternative guarantors, where
      applicable) 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
      A 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
      A Fund will not purchase interests in oil, gas,
      or other mineral exploration or development
      programs or leases, although it may purchase the
      securities of issuers which invest in or sponsor
      such programs.
   Arbitrage Transactions
      A Fund will not enter into transactions for the
      purpose of engaging in arbitrage.
   Purchasing Securities to Exercise Control
      A Fund will not purchase securities of a company
      for the purpose of exercising control or
      management.
   Investing in Warrants
      The Funds will not invest in warrants, except
      that The Stock 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
      Neither The U.S. Government Securities Fund nor
      The Stock Fund will purchase put options on
      securities unless the securities are held in a
      Fund's portfolio and not more than 5% of the
      value of either Fund's total assets would be
      invested in premiums on open and put option
      positions.
   Writing Covered Call Options
      Neither The U.S. Government Securities Fund nor
      The Stock Fund will write call options on
      securities unless the securities are held in
      their portfolio or unless either Fund is
      entitled to them in deliverable form without
      further payment or after segregating cash in the
      amount of any further payment.
   Selling Short
      Neither The U.S. Government Securities Fund nor
      The Stock Fund will 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 either Fund's net assets.
      While in a short position, the Fund will retain
      the securities, rights, or segregated assets.
   Dealing in Puts and Calls
      The Virginia Municipal Bond Fund, The Maryland
      Municipal Bond Fund, and The Tax-Free Money
      Market Fund will not invest in puts, calls,
      straddles, spreads, or any combination of them
      except that The Virginia Municipal Bond Fund and
      The Maryland Municipal Bond Fund may purchase
      put options on municipal securities in an amount
      up to 5% of its total assets or may purchase
      municipal securities accompanied by agreements
      of sellers to repurchase them at a Fund's
      option.
      Except with respect to the Funds' 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 U.S. Government Securities Fund and The
      Stock Fund have no present intent to borrow
      money, pledge securities or invest in restricted
      or illiquid securities in excess of 5% of the
      value of their respective net assets in the
      coming fiscal year. These Funds (1) will limit
      the aggregate value of the assets underlying
      covered call options or put options written by a
      Fund to not more than 25% of its net assets, (2)
      will limit the premiums paid for options
      purchased by a Fund to 20% of its net assets,
      and (3) will limit the margin deposits on
      futures contracts entered into by a Fund to 5%
      of its net assets. (If state requirements
      change, these restrictions may be revised
      without shareholder notification.)
      The Virginia Municipal Bond Fund and The
      Maryland Municipal Bond Fund have no present
      intent to issue senior securities or borrow
      money, pledge securities, invest in restricted
      or illiquid securities or engage in when-issued
      and delayed delivery transactions in excess of
      5% of the value of its net assets during the
      fiscal period.
      The Treasury Money Market Fund and The Money
      Market Fund do not expect to issue senior
      securities or borrow money, pledge securities,
      engage in whenissued and delayed delivery
      transactions or reverse repurchase agreements,
      for The Money Market Fund only, in excess of 5%
      of the value of their net assets during the
      coming fiscal year.
      The Tax-Free Money Market Fund does not intend
      to borrow money or pledge securities in excess
      of 5% of the value of its net assets during the
      coming fiscal year.
      To comply with registration requirements in a
      certain state, The Virginia Municipal Bond Fund,
      The Maryland Municipal Bond Fund, The Money
      Market Fund, and The Tax-Free Money Market Fund
      will not invest in real estate limited
      partnerships.
         

THE VIRTUS FUNDS MANAGEMENT


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

Thomas G. Bigley
28th Floor
One Oxford Centre
Pittsburgh, PA
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.

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.

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.

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.

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.

Edward L. Flaherty, Jr.@
Two Gateway Center - Suite 674
Pittsburgh, PA
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer &
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.

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.

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.

Gregor F. Meyer
Two Gateway Center - Suite 674
Pittsburgh, PA
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer &
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.

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.

Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Trustee
Public relations/marketing consultant; Director,
Trustee, or Managing General Partner of the Funds.

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

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.

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.

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.

* 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 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 Trustees 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 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; 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; Money Market Management,
Inc.; Money Market Obligations Trust; Money Market
Trust; Municipal Securities Income Trust; Newpoint
Funds; New York Municipal Cash Trust; 111 Corcoran
Funds; Peachtree Funds; The Planters 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; The
Virtus Funds; and World Investment Series, Inc.
    
FUND OWNERSHIP
Officers and Trustees own less than 1% of the outstanding
shares of each Fund.

As of January 11, 1995, the following shareholders of
record owned 5% or more of the outstanding shares of
the Funds: Stephens Inc., Little Rock, Arkansas, owned
approximately 434,383 Investment Shares of The Stock
Fund (18.6%); approximately 727,728 Investment Shares
of The Maryland Municipal Bond Fund (23.3%); and
approximately 6,058,078 shares of The Tax-Free Money
Market Fund (22.2%).
OFFICERS AND TRUSTEES COMPENSATION

NAME ,                     AGGREGATE
TOTAL COMPENSATION
POSITION WITH              COMPENSATION FROM
PAID TO TRUSTEES FROM
TRUST                      TRUST+
TRUST AND FUND COMPLEX

John F. Donahue,
Chairman and Trustee          $ -0-             $ -0-
for the Trust and
                                                69
investment companies

Thomas G. Bigley,
Trustee                       $498
$24,991 for the Trust and
                                                50
investment companies

John T. Conroy, Jr.,
Trustee                       $2,001.50
$136,100 for the Trust and
                                                65
investment companies
William J. Copeland,
Trustee                       $2,001.50
$136,100 for the Trust and
                                                65
investment companies

James E. Dowd,
Trustee                       $2,001.50
$136,100 for the Trust and
                                                65
investment companies

Lawrence D. Ellis, M.D.,
Trustee                       $1,816
$123,600 for the Trust and
                                                65
investment companies

Edward L. Flaherty, Jr.,
Trustee                       $2,001.50
$136,100 for the Trust and
                                                65
investment companies

Edward C. Gonzales,
President and Trustee         $ -0-             $ -0-
for the Trust and
                                                18
investment companies

Peter E. Madden,
Trustee                       $1,517.50
$104,880 for the Trust and
                                                65
investment companies

Gregor F. Meyer,
Trustee                       $1,816
$123,600 for the Trust and
                                                65
investment companies

Wesley W. Posvar,
Trustee                       $1,816
$123,600 for the Trust and
                                                65
investment companies

Marjorie P. Smuts,
Trustee                       $1,816
$123,600 for the Trust and
                                                65
investment companies

+The aggregate compensation is provided for the Trust
which is comprised of eight portfolios.
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 TRUST
   
The Trust's investment adviser is Virtus Capital
Management, Inc., which is a division of Signet Trust
Company, a wholly-owned subsidiary of Signet Banking
Corporation. Because of the internal controls
maintained by Signet Bank to restrict the flow of non-
public information, Fund investments are typically
made without any knowlidge of Signet Bank's or its
affiliates' lending relationships with an issuer.
    
The adviser shall not be liable to the Trust, a Fund,
or any shareholder of any of the Funds 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.
ADVISORY FEES
   
For its advisory services, Virtus Capital Management,
Inc. receives an annual investment advisory fee as
described in the prospectus. During the fiscal years
ended September 30, 1994, 1993, and 1992 , the adviser
earned fees from: The U.S. Government Securities Fund,
of $1,734,083, $1,375,434, and $662,158, of which
$734,744, $784,857, and $571,943 were voluntarily
waived; The Stock Fund $703,937, $512,930, and
$348,390, of which $214,366, $372,554, and $157,500
were voluntarily waived; The Virginia Municipal Bond
Fund $861,187, $519,326, and $203,123, of which
$314,920, $345,108, and $203,123 were voluntarily
waived; The Maryland Municipal Bond Fund $355,431,
$233,787, and $91,829, of which $241,790, $231,723,
and $91,829 were voluntarily waived; The Treasury
Money Market Fund $1,388,302, $922,509, and $809,409,
of which $508,090, $369,003, and $176,525 were
voluntarily waived; and The Money Market Fund
$709,679, $729,525, and $387,183 of which $354,839,
$431,083, and $222,685 were voluntarily waived. For
the period from July 27, 1994 to September 30, 1994
the adviser earned $21,033 from The Tax-Free Money
Market Fund, of which $19,388 was voluntarily waived.
    
   State Expense Limitations
      The adviser has undertaken to comply with the
      expense limitation established by certain states
      for investment companies whose shares are
      registered for sale in those states. If a 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 a 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 Funds for
the fees set forth in the prospectus. For the fiscal
years ended September 30, 1994, 1993, and 1992, the
Funds incurred costs for administrative services as
follows: The U.S. Government Securities Fund incurred
$269,932, $233,156, and $122,622; The Stock Fund
incurred $109,075, $86,960, and $65,066; The Virginia
Municipal Bond Fund incurred $133,956, $87,752 and
$50,000; The Maryland Municipal Bond Fund incurred
$55,254, $49,614, and $50,000; The Treasury Money
Market Fund incurred $319,857, $235,278, and $226,433;
and The Money Market Fund incurred $165,549, $186,110,
and $107,640; of which $0, $0, and $0 were voluntarily
waived for The U.S. Government Securities Fund; $0,
$0, and $0 were voluntarily waived for The Stock Fund;
$0, $0, and $33,416 were voluntarily waived for The
Virginia Municipal Bond Fund; $0, $0, and $50,000 were
voluntarily waived for The Maryland Municipal Bond
Fund; $0, $0, and $0 were voluntarily waived for The
Treasury Money Market Fund; and $0, $0, and $0 were
voluntarily waived for The Money Market Fund. For the
period from July 27, 1994, to September 30, 1994, The
Tax-Free Money Market Fund paid $8,904 for
administrative services, of which $0 was voluntarily
waived.

CUSTODIAN


Signet Trust Company is custodian for the securities
and cash of the Funds. Under the Custodian Agreement,
Signet Trust Company holds the Funds' 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 .05 of
1% on the first $10 million of average net assets of
each of the six respective portfolios and .025 of 1%
on average net assets in excess of $10 million. There
is a $20 fee imposed on each transaction. The
custodian fee received during any fiscal year shall be
at least $1,000 per Fund.

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 Funds or to the adviser and
may include:
   o advice as to the advisability of investing in
      securities;
   o security analysis and reports;
   o economic studies;
   o industry studies;
   o receipt of quotations for portfolio evaluations;
      and
   o 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 Funds and other accounts.
To the extent that receipt of these services may
supplant services for which the adviser or its
affiliates might otherwise have paid, it would tend to
reduce their expenses.
For the fiscal year ended September 30, 1994, The
Stock Fund paid $552,066 in commissions on brokerage
transactions.

PURCHASING SHARES


Shares of the Funds 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 Funds is explained in the
prospectus under "Investing in Shares."
DISTRIBUTION PLAN
The Trust has adopted a Plan for Shares of the Funds
pursuant to Rule 12b-1 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 Funds and their holders of Shares and
(ii) stimulate administrators to render administrative
support services to the Funds 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 Funds;
assisting clients in changing dividend options,
account designations, and addresses; and providing
such other services as the Trust reasonably requests.
Other benefits which the Funds hope 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 Funds 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 Funds 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 Funds in
seeking to achieve their respective investment
objectives. By identifying potential investors in
Shares whose needs are served by a particular Fund's
objective, and properly servicing these accounts, the
Funds may be able to curb sharp fluctuations in rates
of redemptions and sales.
For the fiscal years ended September 30, 1994, 1993,
and 1992, the Funds paid fees to brokers and
administrators (financial institutions) pursuant to
the Plan as follows: The U.S. Government Securities
Fund , of $299,048, $111,353, and $0; The Stock Fund
$59,836, $14,672, and $0; The Virginia Municipal Bond
Fund, of $190,877, $55,569, and $0; The Maryland
Municipal Bond Fund, of $89,447, $31,414, and $0; The
Treasury Money Market Fund, of $52,221, $20,462, and
$0; The Money Market Fund, of $26,424, $11,499, and
$0. For the period from July 27, 1994 to September 30,
1994 the Tax-Free Money Market Fund paid no fees
pursuant to the Plan.
CONVERSION TO FEDERAL FUNDS
It is the policy of The Treasury Money Market Fund,
The Money Market Fund, and The Tax-Free Money Market
Fund to be as fully invested as possible so that
maximum interest may be earned. To this end, all
payments from shareholders must be in federal funds or
be converted into federal funds. Federated Services
Company acts as the shareholder's agent in depositing
checks and converting them to federal funds.

ADMINISTRATIVE ARRANGEMENTS


For the fiscal years ended September 30, 1994, 1993
and 1992, the distributor paid no administrative fees
to brokers and administrators (financial
institutions).

DETERMINING NET ASSET VALUE


Net asset values of The U.S. Government Securities
Fund, The Stock Fund, The Virginia Municipal Bond Fund
and The Maryland Municipal Bond Fund generally change
each day. The Treasury Money Market Fund, The Money
Market Fund, and The Tax-Free Money Market Fund
attempt to stabilize the value of their Shares at
$1.00. The days on which the net asset value is
calculated by these Funds are described in the
prospectus.
DETERMINING MARKET VALUE OF SECURITIES
The market value of The U.S. Government Securities
Fund's portfolio securities is determined as follows:
   o according to the mean between the over-the-
      counter bid and asked prices provided by an
      independent pricing service, if available, or at
      fair value as determined in good faith by the
      Fund's Board of Trustees; or
   o for short-term obligations with remaining
      maturities of 60 days or less at the time of
      purchase at amortized cost unless the Board of
      Trustees determines that particular
      circumstances of the security indicate
      otherwise.
Prices provided by independent pricing services may be
determined without relying exclusively on quoted
prices and may reflect: institutional trading in
similar groups of securities, yield, quality, coupon
rate, maturity, type of issue, trading
characteristics, and other market data.
The market value of The Stock Fund's portfolio
securities is determined as follows:
   o for equity securities, according to the last
      sale price on a national securities exchange, if
      available;
   o in the absence of recorded sales for listed
      equity securities, according to the mean between
      the last closing bid and asked prices;
   o for unlisted equity securities, the latest bid
      prices;
   o for bonds and other fixed income securities, as
      determined by an independent pricing service;
   o 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
   o for all other securities, at fair value as
      determined in good faith by the Board of
      Trustees.
The U.S. Government Securities Fund and The Stock 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 the asked prices.
USE OF THE AMORTIZED COST METHOD
With respect to The Treasury Money Market Fund, The
Money Market Fund, and The Tax-Free Money Market Fund,
the Trustees have decided that the best method for
determining the value of portfolio instruments is
amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as
adjusted for amortization of premium or accumulation
of discount rather than at current market value.
A Fund's use of the amortized cost method of valuing
portfolio instruments depends on its compliance with
certain conditions in Rule 2a-7 (the "Rule")
promulgated by the Securities and Exchange Commission
under the Investment Company Act of 1940. Under the
Rule, the Trustees must establish procedures
reasonably designed to stabilize the net asset value
per share, as computed for purposes of distribution
and redemption, at $1.00 per Share, taking into
account current market conditions and a Fund's
investment objective.
Under the Rule, a Fund is permitted to purchase
instruments which are subject to demand features or
standby commitments. As defined by the Rule, a demand
feature entitles a Fund to receive the principal
amount of the instrument from the issuer or a third
party on (1) no more than 30 days' notice or (2) at
specified intervals not exceeding one year on no more
than 30 days' notice. A standby commitment entitles a
Fund to achieve same day settlement and to receive an
exercise price equal to the amortized cost of the
underlying instrument plus accrued interest at the
time of exercise.
The Funds acquire instruments subject to demand
features and standby commitments to enhance the
instrument's liquidity. The Funds treat demand
features and standby commitments as a part of the
underlying instruments, because the Funds do not
acquire them for speculative purposes and cannot
transfer them separately from the underlying
instruments. Therefore, although the Rule defines
demand features and standby commitments as "puts", the
Fund does not consider them to be separate investments
for purposes of its investment policies.
   Monitoring Procedures
      The Trustees' procedures include monitoring the
      relationship between the amortized cost value
      per share and the net asset value per share
      based upon available indications of market
      value. The Trustees will decide what, if any,
      steps should be taken if there is a difference
      of more than .5 of 1% between the two. The
      Trustees will take any steps they consider
      appropriate (such as redemption in kind or
      shortening the average portfolio maturity) to
      minimize any material dilution or other unfair
      results arising from differences between the two
      methods of determining net asset value.
   Investment Restrictions
      The Rule requires that a Fund limit its
      investments to instruments that, in the opinion
      of the Trustees, present minimal credit risks
      and have received the requisite rating from one
      or more nationally recognized statistical rating
      organizations. If the instruments are not rated,
      the Trustees must determine that they are of
      comparable quality. The Rule also requires a
      Fund to maintain a dollar-weighted average
      portfolio maturity (not more than 90 days)
      appropriate to the objective of maintaining a
      stable net asset value of $1.00 per Share. In
      addition, no instrument with a remaining
      maturity of more than 397 days can be purchased
      by a Fund.
      Should the disposition of a portfolio security
      result in a dollar-weighted average portfolio
      maturity of more than 90 days, a Fund will
      invest its available cash to reduce the average
      maturity to 90 days or less as soon as possible.
A Fund may attempt to increase yield by trading
portfolio securities to take advantage of short-term
market variations. Under the amortized cost method of
valuation, neither the amount of daily income nor the
net asset value is affected by any unrealized
appreciation or depreciation of the portfolio.
In periods of declining interest rates, the indicated
daily yield on Shares, computed by dividing the
annualized daily income on a Fund's portfolio by the
net asset value computed as above, may tend to be
higher than a similar computation made by using a
method of valuation based upon market prices and
estimates.
In periods of rising interest rates, the indicated
daily yield on Shares computed the same way may tend
to be lower than a similar computation made by using a
method of calculation based upon market prices and
estimates.
VALUING MUNICIPAL SECURITIES
With respect to The Virginia Municipal Bond Fund, The
Maryland Municipal Bond Fund, and The Tax-Free Money
Market Fund, the Board of Trustees uses an independent
pricing service to value municipal securities. The
independent pricing service takes into consideration:
yield; stability; risk; quality; coupon rate;
maturity; type of issue; trading characteristics;
special circumstances of a security or trading market;
and any other factors or market data it considers
relevant in determining valuations for normal
institutional size trading units of debt securities
and does not rely exclusively on quoted prices.
USE OF AMORTIZED COST
With respect to The Virginia Municipal Bond Fund and
The Maryland Municipal Bond Fund, the Board of
Trustees has decided that the fair value of debt
securities purchased by a Fund with remaining
maturities of 60 days or less at the time of purchase
shall be their amortized cost value, unless the
particular circumstances of the security indicate
otherwise. Under this method, portfolio instruments
and assets are valued at the acquisition cost as
adjusted for amortization of premium or accumulation
of discount rather than at current market value. The
Executive Committee continually assesses this method
of valuation and recommends changes where necessary to
assure that the Fund's portfolio instruments are
valued at their fair value as determined in good faith
by the Trustees.

REDEEMING SHARES


Each Fund redeems Shares at the next computed net
asset value after a Fund receives the redemption
request. 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 a
distribution of securities from a 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 a 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 FUNDS' TAX STATUS
The Funds will pay no federal income tax because they
expect 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, each Fund must, among other
requirements:
   o derive at least 90% of its gross income from
      dividends, interest, and gains from the sale of
      securities;
   o derive less than 30% of its gross income from
      the sale of securities held less than three
      months;
   o invest in securities within certain statutory
      limits; and
   o distribute to its shareholders at least 90% of
      its net income earned during the year.
SHAREHOLDERS' TAX STATUS
With respect to The U.S. Government Securities Fund,
The Stock Fund, The Treasury Money Market Fund and The
Money Market Fund, shareholders are subject to federal
income tax on dividends received as cash or additional
shares. No portion of any income dividend paid by a
Fund is eligible for the dividends received deduction
available to corporations. These dividends, and any
short-term capital gains, are taxable as ordinary
income.
With respect to The Virginia Municipal Bond Fund, The
Maryland Municipal Bond Fund, and The Tax-Free Money
Market Fund, no portion of any income dividend paid by
a Fund is eligible for the dividends received
deduction available to corporations.
   Capital Gains
      Capital gains experienced by The Treasury Money
      Market Fund and The Money Market Fund could
      result in an increase in dividends. Capital
      losses could result in a decrease in dividends.
      If, for some extraordinary reason, these Funds
      realize net long-term capital gains, such net
      long-term capital gains will be distributed at
      least once every 12 months.
With respect to The U.S. Government Securities Fund
and The Stock Fund, long-term capital gains
distributed to shareholders will be treated as long-
term capital gains regardless of how long shareholders
have held Shares.
With respect to The Maryland Municipal Bond Fund, The
Virginia Municipal Bond Fund, and The Tax-Free Money
Market Fund, capital gains or losses may be realized
by a 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:
   o the availability of higher relative yields;
   o differentials in market values;
   o new investment opportunities;
   o changes in creditworthiness of an issuer; or
   o 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 total return for The U.S.
Government Securities Fund, The Stock Fund, The
Virginia Municipal Bond Fund, and The Maryland
Municipal Bond Fund, for the fiscal year ended
September 30, 1994 and for the period from October 12,
1990 (effective date of each Fund's registration
statement) to September 30, 1994 was (5.32%) and
6.77%; (3.71%) and 7.66%; (6.21%) and 5.71%; (6.60%)
and 5.24% for Investment Shares and (3.12%) and 7.43%;
(1.50%) and 8.23%; (4.01%) and 6.34%; (4.50%) and
5.87% for Trust Shares.
The average annual total return for Shares of each
Fund is the average compounded rate of return for a
given period that would equate a $1,000 initial
investment to the ending redeemable value of that
investment. The ending redeemable value is computed by
multiplying the number of shares owned at the end of
the period by the net asset value per share at the end
of the period. The number of shares owned at the end
of the period is based on the number of shares
purchased at the beginning of the period with $1,000,
adjusted over the period by any additional shares,
assuming the monthly/quarterly reinvestment of all
dividends and distributions.

YIELD


The yield for the seven-day period ended September 30,
1994 for the The Treasury Money Market Fund and The
Money Market Fund were 3.85% and 4.09%, for Investment
Shares and 4.10% and 4.34%, for Trust Shares,
respectively. The yield for the seven-day period ended
September 30, 1994 for the The Tax-Free Money Market
Fund was 2.98%.
The U.S. Government Securities Fund, The Stock Fund,
The Virginia Municipal Bond Fund and The Maryland
Municipal Bond Fund's yield for the thirty-day period
ended September 30, 1994 were 5.06%, 0.53%, 4.47% and
4.82% for Investment Shares and 5.31%, 0.78%, 4.73%
and 5.08% for Trust Shares.
The Treasury Money Market Fund, The Money Market Fund,
and The Tax-Free Money Market Fund calculate yield
daily, based upon the seven days ending on the day of
the calculation, called the "base period." This yield
is computed by:
   o determining the net change in the value of a
      hypothetical account with a balance of one share
      at the beginning of the base period, with the
      net change excluding capital changes but
      including the value of any additional Shares
      purchased with dividends earned from the
      original one share and all dividends declared on
      the original and any purchased Shares;
   o dividing the net change in the account's value
      by the value of the account at the beginning of
      the base period to determine the base period
      return; and
   o multiplying the base period return by 365/7.
The yield for Shares of The U.S. Government Securities
Fund, The Stock Fund, The Virginia Municipal Bond Fund
and The Maryland Municipal Bond Fund is determined by
dividing the net investment income per share (as
defined by the Securities and Exchange Commission)
earned by the class of shares over a thirty-day period
by the maximum offering price per share of the class
of shares on the last day of the period. The yield of
the Investment Shares of the Fund is determined each
day by dividing the net investment income per share
(as defined by the Securities and Exchange Commission)
earned by the class of shares over a thirty-day period
by the maximum offering price per share of the class
of shares 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.
With respect to The U.S. Government Securities Fund
and The Stock Fund, the yield will be calculated
separately for Investment Shares and Trust Shares.
Because Investment Shares are subject to a 12b-1 fee,
the net yield for Trust Shares for the same period
will exceed that of Investment Shares.
To the extent that financial institutions and
broker/dealers charge fees in connection with services
provided in conjunction with an investment in a Fund,
the performance will be reduced for those shareholders
paying those fees.

EFFECTIVE YIELD


The effective yield for the seven-day period ended
September 30, 1994 for the The Treasury Money Market
Fund and The Money Market Fund was 3.92% and 4.18% for
Investment Shares and 4.18% and 4.44% for Trust
Shares, respectively. The effective yield for the
period ended September 30, 1994 for The Tax-Free Money
Market Fund was 3.03%.
The effective yield of The Treasury Money Market Fund,
The Money Market Fund, and The Tax-Free Money Market
Fund is computed by compounding the unannualized base
period return by:
   o adding 1 to the base period return;
   o raising the sum to the 365/7th power; and
   o subtracting 1 from the result.

TAX-EQUIVALENT YIELD


The tax-equivalent yield for both classes of shares
for The Virginia Municipal Bond Fund and The Maryland
Municipal Bond Fund, and for The Tax-Free Money Market
Fund is calculated similarly to the yield, but is
adjusted to reflect the taxable yield that either
class would have had to earn to equal its actual
yield, assuming a 28% tax rate and also assuming that
income earned by the Fund is 100% tax-exempt.
The tax-equivalent yield for the Investment Shares for
the thirty-day period ended September 30, 1994, was
6.75% for The Virginia Municipal Bond Fund and 7.47%
for The Maryland Municipal Bond Fund. The tax-
equivalent yield for the Trust Shares was 7.14% for
The Virginia Municipal Bond Fund and 7.88% for The
Maryland Municipal Bond Fund for the same period. The
tax-equivalent yield for The Tax-Free Money Market
Fund for the same period was 4.14%.
   Tax-Equivalency Tables
     Both classes of shares may also use a tax-
     equivalency table in advertising and sales
     literature. The interest earned by the municipal
     bonds in the Fund's portfolio generally remains
     free from federal regular income tax, and is
     often free from state and local taxes as well.
     As the tables below indicate, a "tax-free"
     investment is an attractive choice for
     investors, particularly in times of narrow
     spreads between tax-free and taxable yields.
     
     TAXABLE YIELD EQUIVALENT FOR 1995
     COMMONWEALTH OF VIRGINIA

     COMBINED FEDERAL AND STATE INCOME TAX BRACKET:
                 20.75%   33.75%       36.75%        41.75%        45.35%

     JOINT         $1-   $39,001      $94,251       $143,601        OVER
     RETURN:     39,000   94,250      143,600       256,500       $256,500
     
     SINGLE        $1    $23,351      $56,551       $117,951        OVER
     RETURN:     23,350   56,550      117.,950      256,500       $256,500

     TAX-EXEMPT
     YIELD                   TAXABLE YIELD EQUIVALENT

      3.50%      4.42%      5.28%       5.53%        6.01%         6.40%
      4.00%      5.05%      6.04%       6.32%        6.87%         7.32%
      4.50%      5.68%      6.79%       7.11%        7.73%         8.23%
      5.00%      6.31%      7.55%       7.91%        8.58%         9.15%
      5.50%      6.94%      8.30%       8.70%        9.44%        10.06%
      6.00%      7.57%      9.06%       9.49%       10.30%        10.98%
      6.50%      8.20%      9.81%      10.28%       11.16%        11.89%
      7.00%      8.83%     10.57%      11.07%       12.02%        12.81%
      7.50%      9.46%     11.32%      11.86%       12.88%        13.72%
      8.00%      10.09%    12.08%      12.65%       13.73%        14.64%
     
     NOTE:  THE MAXIMUM MARGINAL
     TAX RATE FOR EACH BRACKET
     WAS USED IN CALCULATING THE
     TAXABLE YIELD EQUIVALENT.
     FURTHERMORE, ADDITIONAL
     STATE AND LOCAL TAXES PAID
     ON COMPARABLE TAXABLE
     INVESTMENTS WERE NOT USED
     TO INCREASE FEDERAL
     DEDUCTIONS.
     
     
     TAXABLE YIELD EQUIVALENT FOR 1995
     STATE OF MARYLAND
     INCLUDING LOCAL INCOME TAX

     COMBINED FEDERAL, STATE, AND COUNTY INCOME TAX
     BRACKET:
              22.50%   32.50%   38.50%      40.00%      45.00%       48.60%

     JOINT     $1-    $39,001  $94,251     $100,001    $143,601    OVER
     RETURN:  39,000   94,250  100,000     143,600     $256,500$256,500
     
     SINGLE    $1-    $23,351  $56,551     $100,000    $117,951    OVER
     RETURN:  23,350   56,550  100,000     117,950     256,500 $256,500

     TAX-EXEMPT
     YIELD                   TAXABLE YIELD EQUIVALENT

      2.00%   2.58%      3.10%    3.25%       3.33%       3.64%       3.89%
      2.50%   3.23%      3.88%    4.07%       4.17%       4.55%       4.86%
      3.00%   3.87%      4.65%    4.88%       5.00%       5.45%       5.84%
      3.50%   4.52%      5.43%    5.69%       5.83%       6.36%       6.81%
      4.00%   5.16%      6.20%    6.50%       6.67%       7.27%       7.78%
      4.50%   5.81%      6.98%    7.32%       7.50%       8.18%       8.75%
      5.00%   6.45%      7.75%    8.13%       8.33%       9.09%       9.73%
      5.50%   7.10%      8.53%    8.94%       9.17%      10.00%      10.70%
      6.00%   7.74%      9.30%    9.76%      10.00%      10.91%      11.67%
      6.50%   8.39%     10.08%   10.57%      10.83%      11.82%      12.65%
     
     NOTE:  THE MAXIMUM MARGINAL
     TAX RATE FOR EACH BRACKET
     WAS USED IN CALCULATING THE
     TAXABLE YIELD EQUIVALENT.
     FURTHERMORE, ADDITIONAL
     STATE AND LOCAL TAXES PAID
     ON COMPARABLE TAXABLE
     INVESTMENT WERE NOT USED TO
     INCREASE FEDERAL
     DEDUCTIONS. THE LOCAL
     INCOME TAX RATE IS ASSUMED
     TO BE 50% OF THE STATE RATE
     FOR ALL COUNTIES EXCLUDING
     ALLEGHENY, BALTIMORE,
     MONTGOMERY, PRINCE
     GEORGE'S, TALBOT, AND
     WORCHESTER.
     The charts above are for
     illustrative purposes only.
     They are not an indicator
     of past or future
     performance of either class
     of shares. Some portion of
     the Fund's income may be
     subject to the federal
     alternative minimum tax and
     state and local taxes.

PERFORMANCE COMPARISONS


Each Fund's performance of both classes of shares
depends upon such variables as:
   o portfolio quality;
   o average portfolio maturity;
   o type of instruments in which the portfolio is
      invested;
   o changes in interest rates on money market
      instruments, in the case of The Treasury Money
      Market Fund and The Money Market Fund, or
      changes in interest rates and market value of
      portfolio securities in the case of U.S.
      Government Income Fund, The Stock Fund, The
      Virginia Municipal Bond Fund and Maryland
      Municipal Bond Fund;
   o changes in each Fund's or each class of Shares'
      expenses;
   o the relative amount of The Treasury Money Market
      Fund's and The Money Market Fund's cash flow;
      and
   o various other factors.
In the case of The U.S. Government Securities Fund,
The Stock Fund, The Virginia Municipal Bond Fund and
The Maryland Municipal Bond Fund, either class of
shares' performance fluctuates on a daily basis
largely because net earnings and offering price per
Share fluctuate daily. Both net earnings and offering
price per Share are factors in the computation of
yield and total return.
From time to time, each Fund may advertise its
performance compared to similar funds or portfolios
using certain indices, reporting services, and
financial publications. These may include the
following:
THE U.S. GOVERNMENT SECURITIES FUND:
   o MERRILL LYNCH COMPOSITE 1-5 YEAR TREASURY INDEX
      is comprised of approximately 66 issues of U.S.
      Treasury securities maturing between 1 and 4.99
      years, with coupon rates of 4.25% or more. These
      total return figures are calculated for one,
      three, six, and twelve month periods and year-to-
      date and include the value of the bond plus
      income and any price appreciation or
      depreciation.
   o SALOMON BROTHERS 3-5 YEARS GOVERNMENT INDEX
      quotes total returns for U.S. Treasury issues
      (excluding flower bonds) which have maturities
      of three to five years. These total returns are
      year-to-date figures which are calculated each
      month following January 1.
   o 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
      income into account any change in net asset
      value over a specific period of time. From time
      to time, the Trust will quote its Lipper ranking
      in the U.S. Government funds category in
      advertising and sales literature.
   o MERRILL LYNCH 3-5 YEAR TREASURY INDEX is
      comprised of approximately 24 issues of
      intermediate-term U.S. government and U.S.
      Treasury securities with maturities between 3
      and 4.99 years and coupon rates above 4.25%.
      Index returns are calculated as total returns
      for periods of one, three, six and twelve months
      as well as year-to-date.
   o MERRILL LYNCH 3-YEAR TREASURY YIELD CURVE INDEX
      is an unmanaged index comprised of the most
      recently issued 3-year U.S. Treasury notes.
      Index returns are calculated as total returns
      for periods of one, three, six, and twelve
      months as well as year-to-date.
   o LEHMAN BROTHERS GOVERNMENT INTERMEDIATE INDEX is
      an unmanaged index comprised of all publicly
      issued, non-convertible domestic debt of the
      U.S. government, or any agency thereof, or any
      quasi-federal corporation and of corporate debt
      guaranteed by the U.S. government. Only notes
      and bonds with a minimum outstanding principal
      of $1 million and maturities of 1-10 years.
   o 3 YEAR TREASURY NOTES Source: Wall Street
      Journal, Bloomberg Financial Markets, and
      Telerate.. 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.
THE STOCK FUND:
   o 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 and sales literature.
   o 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.
   o STANDARD & POOR'S DAILY STOCK PRICE INDEX OF 500
      COMMON STOCKS, a composite index of common
      stocks in industry, transportation, and
      financial and publicutility companies, compares
      total returns of funds whose portfolios
      areinvested 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.
   o 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.
THE VIRGINIA MUNICIPAL BOND FUND AND THE MARYLAND
MUNICIPAL BOND FUND:
   o 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
      "general municipal bond funds" category in
      advertising and sales literature.
   o 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.
THE TREASURY MONEY MARKET FUND:
   o LIPPER ANALYTICAL SERVICES, INC., ranks funds in
      various fund categories by making comparative
      calculations using total return. Total return
      assumes the reinvestment of all income dividends
      and capital gains distributions, if any. From
      time to time, the Fund will quote its Lipper
      ranking in the "short-term U.S. government
      funds" category in advertising and sales
      literature.
   o SALOMON 30-DAY TREASURY BILL INDEX is a weekly
      quote of the most representative yields for
      selected securities, issued by the U.S.
      Treasury, maturing in 30 days.
THE MONEY MARKET FUND:
   o LIPPER ANALYTICAL SERVICES, INC., ranks funds in
      various fund categories by making comparative
      calculations using total return. Total return
      assumes the reinvestment of all income dividends
      and capital gains distributions, if any. From
      time to time, the Fund will quote its Lipper
      ranking in the "money market instruments fund"
      category in advertising and sales literature.
   o BANK RATE MONITOR NATIONAL INDEX, Miami,
      Florida, is a financial reporting service which
      publishes weekly average rates of 50 leading
      bank and thrift institution money market deposit
      accounts. The rates published in the index are
      an average of the personal account rates offered
      on the Wednesday prior to the date of
      publication by ten of the largest banks and
      thrifts in each of the five largest Standard
      Metropolitan Statistical Areas. Account minimums
      range upward from $2,500 in each institution and
      compounding methods vary. If more than one rate
      is offered, the lowest rate is used. Rates are
      subject to change at any time specified by the
      institution. Investors may use such indices or
      reporting services in addition to either class
      of shares' prospectus to obtain a more complete
      view of the Share's performance before
      investing. Of course, when comparing performance
      of either class of shares to any index, factors
      such as portfolio composition and prevailing
      market conditions should be considered in
      assessing the significance of such comparisons.
THE TAX-FREE MONEY MARKET FUND:
   o LIPPER ANALYTICAL SERVICES, INC. ranks funds in
      various fund categories by making comparative
      calculations using total return. Total return
      assumes the reinvestment of all income dividends
      and capital gains distributions, if any. From
      time to time, the Fund will quote its Lipper
      ranking in the "Tax-Free Money Market Funds"
      category in advertising and sales literature.
   o IBC/DONOGHUE'S MONEY FUND REPORT publishes
      annualized yields of hundreds of money market
      funds on a weekly basis, and through its Money
      Market Insight publication, reports monthly and
      12-month-to-date investment results for the same
      money funds.
   o MONEY, A MONTHLY MAGAZINE, regularly ranks money
      market funds in various categories based on the
      latest available seven-day compound effective
      yield. From time to time, the Fund will quote
      its Money ranking in advertising and sales
      literature.
   o SALOMON BROTHERS SIX-MONTH PRIME MUNI NOTES is
      an index of selected municipal notes, maturing
      in six months, whose yields are chosen as
      representative of this market. Calculations are
      made weekly and monthly.
   o SALOMON BROTHERS ONE-MONTH TAX-EXEMPT COMMERCIAL
      PAPER is an index of selected tax-exempt
      commercial paper issues, maturing in one month,
      whose yields are chosen as representative of
      this particular market. It is a weekly quote of
      the most representative yields for selected
      securities, issued by the U.S. Treasury,
      maturing in 30 days. Calculations are made
      weekly and monthly. Ehrlich-Bober & Co., Inc.
      also tracks this Salomon Brothers Index.
Advertisements and other sales literature for both
classes of shares 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.


FINANCIAL STATEMENTS
The financial statements for the fiscal period ended
September 30, 1994, are incorporated herein by
reference from the Funds' Annual Reports dated
September 30, 1994. A copy of the Annual Report for a
Fund may be obtained without charge by contacting
Signet Trust Company at the address located on the
back cover of the combined prospectus or by calling
804-771-7470.

APPENDIX


STANDARD AND POOR'S RATINGS GROUP MUNICIPAL BOND RATING
DEFINITIONS
AAA-Debt rated AAA has the highest rating assigned by
Standard & Poor's. Capacity to pay interest and repay
principal is extremely strong.
AA-Debt rated AA has a very strong capacity to pay
interest and repay principal and differs from the higher
rated issues only in small degree.
A-Debt rated A has a strong capacity to pay interest and
repay principal although it is somewhat more susceptible
to the adverse effect of changes in circumstances and
economic conditions than debt in higher rated categories.
BBB-Debt rated BBB is regarded as having an adequate
capacity to pay interest and repay principal. Whereas it
normally exhibits adequate protection parameters, adverse
economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and
repay principal for debt in this category than in higher
rated categories.
BB, B, CCC, CC-Debt rated BB, B, CCC and CC is regarded,
on balance, as predominantly speculative with respect to
capacity to pay interest and repay principal in
accordance with the terms of the obligation. BB indicates
the lowest degree of speculation and CC the highest
degree of speculation. While such debt will likely have
some quality and protective characteristics, these are
outweighed by large uncertainties of major risk exposures
to adverse conditions.
CI-The rating CI is reserved for income bonds on which no
interest is being paid.
D-Debt rated D is in default, and payment of interest
and/or repayment of principal is in arrears.

MOODY'S INVESTORS SERVICE, INC. MUNICIPAL BOND RATING
DEFINITIONS
AAA-Bonds which are rated Aaa are judged to be of the
best quality. They carry the smallest degree of
investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by
an exceptionally stable margin and principal is secure.
While the various protective elements are likely to
change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of
such issues.
AA-Bonds which are rated Aa are judged to be of high
quality by all standards. Together with the Aaa group,
they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa
securities or fluctuation of protective elements may be
of greater amplitude or there may be other elements
present which make the long term risks appear somewhat
larger than in Aaa securities.
A-Bonds which are rated A possess many favorable
investment attributes and are to be considered as upper
medium grade obligations. Factors giving security to
principal and interest are considered adequate but
elements may be present which suggest a susceptibility to
impairment some time in the future.
BAA-Bonds which are rated Baa are considered as medium
grade obligations, i.e., they are neither highly
protected nor poorly secured. Interest payments and
principal security appear adequate for the present but
certain protective elements may be lacking or may be
characteristically unreliable over any great length of
time. Such bonds lack outstanding investment
characteristics and in fact have speculative
characteristics as well.
BA-Bonds which are Ba are judged to have speculative
elements; their future cannot be considered as well
assured. Often the protection of interest and principal
payments may be very moderate and thereby not well
safeguarded during both good and bad times over the
future. Uncertainty of position characterizes bonds in
this class.
B-Bonds which are rated B generally lack characteristics
of the desirable investment. Assurance of interest and
principal payments or of maintenance of other terms of
the contract over any long period of time may be small.
Caa-Bonds which are rated Caa are of poor standing. Such
issues may be in default or there may be present elements
of danger with respect to principal or interest.
CA-Bonds which are rated Ca represent obligations which
are speculative in a high degree. Such issues are often
in default or have other marked shortcomings.
C-Bonds which are rated C are the lowest rated class of
bonds and issues so rated can be regarded as having
extremely poor prospects of ever attaining any real
investment standing.
FITCH INVESTORS SERVICE, INC., LONG-TERM DEBT RATINGS
AAA-Bonds considered to be investment grade and of the
highest credit quality. The obligor has an exceptionally
strong ability to pay interest and repay principal, which
is unlikely to be affected by reasonably foreseeable
events.
AA-Bonds considered to be investment grade and of very
high quality. The obligor's ability to pay interest and
repay principal is very strong, although not quite as
strong as bonds rated AAA. Because bonds rated in the AAA
and AA categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these
issuers is generally rated F-1+.
NR-NR indicates that Fitch does not the specific issue.
Plus (+) or Minus (-): Plus and minus signs are used with
a rating symbol to indicate the relative position of a
credit within the rating category. Plus and minus signs,
however, are not used in AAA category.
STANDARD & POOR'S CORPORATION, MUNICIPAL NOTE RATINGS
SP-1-Very strong or strong capacity to pay principal and
interest. Those issues determined to possess overwhelming
safety characteristics will be given a plus (+)
designation.
SP-2-Satisfactory capacity to pay principal and interest.
MOODY'S INVESTORS SERVICE, SHORT-TERM LOAN RATINGS
MIG1/VMIG1-This designation denotes best quality. There
is present strong protection by established cash flows,
superior liquidity support or demonstrated broad-based
access to the market for refinancing.
MIG2/VMIG2-This designation denotes high quality. Margins
of protection are ample although not so large as in the
preceding group.

2102608B-R (2/95)





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