RIMCO MONUMENT FUNDS
497, 1996-11-01
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RIMCO MONUMENT FUNDS
COMBINED PROSPECTUS

RIMCO Monument Funds (the "Trust"), an open-end management investment company (a
mutual fund), offers investors interests in the following five separate
investment portfolios (the "Funds"), each having a distinct investment objective
and policies:

     - RIMCO Monument U.S. Treasury Money Market Fund;
     - RIMCO Monument Prime Money Market Fund;
       Class A Shares
       Class B Shares
     - RIMCO Monument Bond Fund;
     - RIMCO Monument Stock Fund; and
     - RIMCO Monument Small Capitalization Equity Fund.

The investment adviser to the Funds is Riggs Investment Management Corp.
("RIMCO"), a subsidiary of Riggs Bank N.A. ("Riggs Bank"). Federated Securities
Corp. is the distributor. This combined prospectus contains the information you
should read and know before you invest in any of the Funds in the Trust. Keep
this prospectus for future reference.

Additional information about the Trust is contained in the Trust's combined
Statement of Additional Information dated June 30, 1996 which has also been
filed with the Securities and Exchange Commission ("SEC"). The information
contained in the combined Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Statement of
Additional Information free of charge, obtain other information, or make
inquiries about any of the Funds by writing to the Trust or calling (301)
887-4280, or outside the Washington, D.C. metropolitan area by calling toll-free
1-800-934-3883.

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT FDIC INSURED AND ARE NOT DEPOSITS
OR OBLIGATIONS OF OR GUARANTEED BY RIGGS BANK. INVESTMENT IN THESE SHARES
INVOLVES INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL AMOUNT
INVESTED.

THE PRIME MONEY MARKET FUND AND U.S. TREASURY MONEY MARKET FUND ATTEMPT TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE, BUT THERE IS NO ASSURANCE
THAT THESE FUNDS WILL BE ABLE TO DO SO.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
   
Prospectus dated June 30, 1996 (Revised November 4, 1996)
    

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

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

EXPENSES OF THE FUNDS                                                          3
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS                                                           6
- ------------------------------------------------------

OBJECTIVE OF EACH FUND                                                        12
- ------------------------------------------------------

  U.S. Treasury Money Market Fund                                             12
  Prime Money Market Fund                                                     12
  Bond Fund                                                                   15
  Stock Fund                                                                  17
  Small Capitalization Fund                                                   18

PORTFOLIO INVESTMENTS AND STRATEGIES                                          20
- ------------------------------------------------------

  Borrowing Money                                                             20
  Diversification                                                             20
  Restricted and Illiquid Securities                                          20
  Investing in New Issuers                                                    21
  Repurchase Agreements                                                       21
  When-Issued and Delayed
     Delivery Transactions                                                    21
  Lending of Portfolio Securities                                             21
  Convertible Securities                                                      22
  U.S. Government Securities                                                  22
  Equity Investment Considerations
     and Risk Factors                                                         22
  Put and Call Options                                                        23
  Futures and Options on Futures                                              23
  Investing in Securities of Other
     Investment Companies                                                     24
  Demand Master Notes                                                         25
  Foreign Investments                                                         25
  Temporary Investments                                                       25

RIMCO MONUMENT FUNDS INFORMATION                                              25
- ------------------------------------------------------

  Management of RIMCO Monument Funds 25
  Distribution of Shares of the Funds                                         27
  Administration of the Funds                                                 28

NET ASSET VALUE                                                               28
- ------------------------------------------------------

INVESTING IN THE FUNDS                                                        29
- ------------------------------------------------------

  Share Purchases                                                             29
  Minimum Investment Required                                                 30
  What Shares Cost                                                            30
  Sales Charge Reductions                                                     32
  Sales Charge Waivers                                                        33
  Systematic Investment Program                                               34
  Retirement Plans                                                            34
  Certificates and Confirmations                                              34
  Dividends                                                                   34
  Capital Gains                                                               34

EXCHANGES                                                                     35
- ------------------------------------------------------

REDEEMING SHARES                                                              36
- ------------------------------------------------------

  Systematic Withdrawal Program                                               37
  Accounts with Low Balances                                                  38

SHAREHOLDER INFORMATION                                                       38
- ------------------------------------------------------

  Voting Rights                                                               38
EFFECT OF BANKING LAWS                                                        38
- ------------------------------------------------------

TAX INFORMATION                                                               39
- ------------------------------------------------------

  Federal Income Tax                                                          39

PERFORMANCE INFORMATION                                                       39
- ------------------------------------------------------

ADDRESSES                                                                     41
- ------------------------------------------------------


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

The Trust, an open-end management investment company, was established as a
Massachusetts business trust under a Declaration of Trust dated April 1, 1991.
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 of any one portfolio may be offered in separate classes. The Funds
are designed for customers of financial institutions such as banks, fiduciaries,
custodians of public funds and investment advisers.

As of the date of this prospectus, the Trust is comprised of the following five
Funds:

     - RIMCO Monument U.S. Treasury Money Market Fund ("U.S. Treasury Money
      Market Fund")--seeks to provide current income consistent with stability
      of principal and liquidity by investing in U.S. Treasury obligations.
     - RIMCO Monument Prime Money Market Fund ("Prime Money Market Fund" and
      together with the U.S. Treasury Money Market Fund, the "Money Market
      Funds")--seeks to provide current income consistent with stability of
      principal and liquidity by investing exclusively in a portfolio of money
      market instruments maturing in 13 months or less.

     - RIMCO Monument Bond Fund ("Bond Fund")--seeks to achieve current income
      by investing in a diversified portfolio of investment grade securities and
      will attempt to maintain an average weighted portfolio maturity of between
      five and ten years.

     - RIMCO Monument Stock Fund ("Stock Fund")--seeks to provide growth of
      capital and income primarily through equity investments such as common
      stocks and securities convertible into common stocks.

     - RIMCO Monument Small Capitalization Equity Fund ("Small Capitalization
      Fund")--seeks to provide long-term capital appreciation through equity
      securities of companies that have a market value capitalization of up to
      $1 billion.

For information on how to purchase shares of any of the Funds please refer to
"Investing in the Funds." In most cases, a minimum initial investment of $500 is
required for each Fund. In most cases, subsequent investments must be in amounts
of at least $100. See "Minimum Investment Required." Shares of the Prime Money
Market Fund are issued in two classes: Class A Shares and Class B Shares. Class
B Shares are available for investment through certain intermediaries and
institutional accounts, such as employee benefit plans, and in connection with a
Cash Sweep Program offered by Riggs Bank, and are subject to a Rule 12b-1
distribution fee at an annual rate of 0.50% of the average daily net asset value
of the Fund's Class B Shares. Class A and Class B Shares of the Prime Money
Market Fund and shares of the U.S. Treasury Money Market Fund are sold at net
asset value without a sales charge. Shares of the Bond Fund are sold at net
asset value plus a maximum sales charge of 4.75%, and shares of the Stock and
Small Capitalization Funds are sold at net asset value plus a maximum sales
charge of 5.75%, which may be reduced or waived as discussed under "What Shares
Cost." Shares of each Fund are redeemed at net asset value. Information on
redeeming shares may be found under "Redeeming Shares." The Funds are advised by
Riggs Investment Management Corp.


RISK FACTORS. 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. The market value of the equity securities in which
some of the Funds invest will also fluctuate, and the possibility exists that
the value of common stocks could decline over short or even extended periods of
time. The section entitled "Equity Investment Considerations and Risk Factors"
also discloses the potential risks related to small capitalization stocks. The
foreign securities in which several Funds may invest may be subject to certain
risks in addition to those inherent in U.S. investments. One or more Funds may
make certain investments and employ certain investment techniques that involve
other risks, including entering into repurchase agreements, lending portfolio
securities and entering into futures contracts and related options as hedges.
These risks and those associated with investing in mortgage-backed securities,
when-issued securities, options and variable rate securities are described under
"Objective of Each Fund" and "Portfolio Investments and Strategies."


EXPENSES OF THE FUNDS--MONEY MARKET FUNDS
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                              <C>
                                   SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price).................     None
Maximum Sales Charge Imposed on Reinvested Dividends (as a percentage of offering price)......     None
Contingent Deferred Sales Charge (as a percentage of original purchase price or
  redemption proceeds, as applicable).........................................................     None
Redemption Fees (as a percentage of amount redeemed, if applicable)...........................     None
Exchange Fee..................................................................................     None
                                    ANNUAL FUND OPERATING EXPENSES
                                (As a percentage of average net assets)
</TABLE>

<TABLE>
<CAPTION>
                                                                         PRIME MONEY MARKET FUND
                                                                       ----------------------------
                                                    U.S. TREASURY        CLASS A         CLASS B
                                                  MONEY MARKET FUND       SHARES          SHARES
                                                  -----------------    ------------    ------------
<S>                                               <C>                  <C>             <C>
Management Fee (after waiver)(1)................          0.32%             0.31%           0.31%
12b-1 Fee.......................................           None              None           0.50%
Total Other Expenses............................          0.28%             0.20%           0.20%
    Total Annual Fund Operating Expenses(2).....          0.60%             0.51%           1.01%
</TABLE>


(1) The management fee of each Fund has been reduced to reflect the voluntary
waiver by the investment adviser. The adviser can terminate this voluntary
waiver of expenses at any time at its sole discretion. With respect to each
Fund, the maximum management fee is 0.50%.

(2) The Annual Fund Operating Expenses for the fiscal year ended April 30, 1996
were 1.07% for Class B shares of the Prime Money Market Fund. Absent the
voluntary waiver of the management fees, as described in footnote number one
above, the Annual Fund Operating Expenses would have been: 0.78% for the U.S.
Treasury Money Market Fund, 0.70% for Class A shares of the Prime Money Market
Fund, and 1.26% for Class B shares of the Prime Money Market Fund.

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

    Long-term shareholders of Class B Shares of Prime Money Market-Fund may pay
more than the economic equivalent of the maximum front-end sales load permitted
under the rules of the National Association of Securities Dealers, Inc.
("NASD"). However, in order for an investor in Class B Shares of Prime Money
Market Fund to exceed the NASD's maximum front-end sales charge of 6.25%, a
continuous investment in Class B Shares for 25 years would be required.
<TABLE>
<CAPTION>
                                                                         PRIME MONEY MARKET FUND
                                                                       ----------------------------
                                                    U.S. TREASURY        CLASS A         CLASS B
                    EXAMPLE                       MONEY MARKET FUND       SHARES          SHARES
- ------------------------------------------------  -----------------    ------------    ------------
<S>                                               <C>                  <C>             <C>
You would pay the following expenses on a $1,000
investment assuming (1) 5% annual return; (2)
redemption at the end of each time period.
   1 Year.......................................         $ 6               $  5            $ 10
   3 Years......................................         $19               $ 16            $ 32
   5 Years......................................         $33               $ 29            $ 56
  10 Years......................................         $75               $ 64            $124
</TABLE>


    THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.


   
EXPENSES OF THE FUNDS--BOND FUND AND STOCK FUND
- --------------------------------------------------------------------------------

                        SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<CAPTION>
                                                                          BOND FUND    STOCK FUND
                                                                          ---------    ----------
<S>                                                                       <C>          <C>
Maximum Sales Charge Imposed on Purchases (as a percentage of offering
  price)...............................................................     4.75%        5.75%
Maximum Sales Charge Imposed on Reinvested Dividends
  (as a percentage of offering price)..................................      None         None
Contingent Deferred Sales Charge (as a percentage of original purchase
  price or redemption proceeds, as applicable).........................      None         None
Redemption Fees (as a percentage of amount redeemed, if applicable)....      None         None
Exchange Fee...........................................................      None         None
                                 ANNUAL FUND OPERATING EXPENSES
                             (As a percentage of average net assets)
</TABLE>

<TABLE>
<CAPTION>
                                                                          BOND FUND    STOCK FUND
                                                                          ---------    ----------
<S>                                                                       <C>          <C>
Management Fee (after waiver) (1)......................................     0.35%         0.63%
12b-1 Fee..............................................................   None...          None
Total Other Expenses...................................................     0.60%         0.33%
    Total Annual Fund Operating Expenses (2)...........................     0.95%         0.96%
</TABLE>

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

 (2) The Annual Fund Operating Expenses for the fiscal year ended April 30, 1996
were 0.80% for the Bond Fund, and 0.96% for the Stock Fund. Absent the voluntary
waiver of the management fee, as described in footnote number one above, the
Annual Fund Operating Expenses would have been 1.20% for the Bond Fund, and
1.08% for the Stock Fund. The Annual Fund Operating Expenses for the Bond Fund,
in the table above, are based on expenses expected to be incurred during the
fiscal year ending April 30, 1997. During the course of this period, expenses
may be more or less than the average amount shown above.

    The purpose of this table is to assist the investor in understanding the
various costs and expenses that a shareholder in the Funds will bear, either
directly or indirectly. For more complete descriptions of the various costs and
expenses, see "RIMCO Monument Funds Information." Wire-transferred redemptions
of less than $5,000 or in excess of one per month may be subject to additional
fees.
<TABLE>
<CAPTION>
                                EXAMPLE                                   BOND FUND    STOCK FUND
- -----------------------------------------------------------------------   ---------    ----------
<S>                                                                       <C>          <C>
You would pay the following expenses on a $1,000 investment assuming
(1) 5% annual return; (2) redemption at the end of each time period;
and (3) payment of the maximum sales charge. As noted in the table
above, the Funds charge no contingent deferred sales charge.
   1 Year..............................................................     $  57         $ 67
   3 Years.............................................................     $  76         $ 86
   5 Years.............................................................     $  98         $108
  10 Years.............................................................     $ 159         $169
</TABLE>


    THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
    


EXPENSES OF THE FUNDS--SMALL CAPITALIZATION FUND
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                    <C>
                              SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price).......    5.75%
Maximum Sales Charge Imposed on Reinvested Dividends (as a percentage of offering
  price)............................................................................     None
Contingent Deferred Sales Charge (as a percentage of original purchase price or
  redemption proceeds, as applicable)...............................................     None
Redemption Fees (as a percentage of amount redeemed, if applicable).................     None
Exchange Fee........................................................................     None
                               ANNUAL FUND OPERATING EXPENSES
                           (As a percentage of average net assets)
Management Fee (after waiver)(1)....................................................    0.40%
12b-1 Fee...........................................................................     None
Total Other Expenses................................................................    0.60%
     Total Annual Fund Operating Expenses(2)........................................    1.00%
</TABLE>


(1) The management fee has been reduced to reflect the voluntary waiver by the
investment adviser. The adviser can terminate this voluntary waiver of expenses
at any time at its sole discretion. The maximum management fee is 0.80%.

(2) The Annual Total Fund Operating Expenses for the fiscal year ended April 30,
1996 were 1.14%. Absent the voluntary waiver of the management fee, as described
in footnote number one above, the Annual Fund Operating Expenses are expected to
be 1.40%.

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

   
<TABLE>
<CAPTION>
                        EXAMPLE                            1 year    3 years    5 years    10 years
- --------------------------------------------------------   ------    -------    -------    --------
<S>                                                        <C>       <C>        <C>        <C>
You would pay the following expenses on a $1,000 invest-
ment assuming (1) 5% annual return; (2) redemption at
the end of each time period; and (3) payment of the
maximum sales charge. As noted in the table above, the
Funds charge no contingent deferred sales charge........    $67        $88       $110        $173
</TABLE>

    

     THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.


RIMCO MONUMENT U.S. TREASURY MONEY MARKET FUND

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Ernst & Young LLP, the Trust's
independent auditors. Their report dated June 14, 1996, on the Trust's financial
statements for the year ended April 30, 1996, is included in the combined Annual
Report, which is incorporated herein by reference. This table should be read in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Trust.
<TABLE>
<CAPTION>
                                                                    YEAR ENDED APRIL 30,
                                                     ---------------------------------------------------
                                                      1996       1995       1994       1993      1992(a)
                                                     ------     ------     ------     ------     -------
<S>                                                  <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                 $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00
- -------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------------
  Net investment income                                0.05       0.04       0.03       0.03       0.02
- -------------------------------------------------    ------     ------     ------     ------     -------
LESS DISTRIBUTIONS
- -------------------------------------------------
  Distributions from net investment income            (0.05)     (0.04)     (0.03)     (0.03)     (0.02 )
- -------------------------------------------------    ------     ------     ------     ------     -------
NET ASSET VALUE, END OF PERIOD                       $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00
- -------------------------------------------------    ------     ------     ------     ------     -------
TOTAL RETURN(b)                                        5.28%      4.39%      2.64%      2.92%      2.37 %
- -------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------------
  Expenses                                             0.60%      0.60%      0.56%      0.52%      0.41 %(c)
- -------------------------------------------------
  Net investment income                                5.17%      4.33%      2.61%      2.86%      4.08 %(c)
- -------------------------------------------------
  Expense waiver/reimbursement(d)                      0.18%      0.20%      0.16%      0.29%      0.42 %(c)
- -------------------------------------------------
SUPPLEMENTAL DATA
- -------------------------------------------------
  Net assets, end of period (000 omitted)            $107,104   $81,089    $106,948   $86,875    $51,039
- -------------------------------------------------
</TABLE>


(a) Reflects operations for the period from October 8, 1991 (date of initial
    public investment) to April 30, 1992.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

(c) Computed on an annualized basis.

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

(See Notes which are an integral part of the Financial Statements)

Further information about the Fund's performance is contained in the Funds'
annual report for the fiscal year ended April 30, 1996, which can be obtained
free of charge.


RIMCO MONUMENT PRIME MONEY MARKET FUND

FINANCIAL HIGHLIGHTS--CLASS A SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Ernst & Young LLP, the Trust's
independent auditors. Their report dated June 14, 1996, on the Trust's financial
statements for the year ended April 30, 1996, is included in the combined Annual
Report, which is incorporated herein by reference. This table should be read in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Trust.
<TABLE>
<CAPTION>
                                                                   YEAR ENDED APRIL 30,
                                                  ------------------------------------------------------
                                                   1996       1995          1994       1993      1992(a)
                                                  ------     -------       ------     ------     -------
<S>                                               <C>        <C>           <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD              $ 1.00     $  1.00       $ 1.00     $ 1.00     $ 1.00
- ----------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------
  Net investment income                             0.05       0.047         0.03       0.04       0.03
- ----------------------------------------------
  Net realized loss on investments                    --      (0.003)          --         --         --
- ----------------------------------------------    ------     -------       ------     ------     -------
  Total from investment operations                  0.05       0.044         0.03       0.04       0.03
- ----------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------
  Distributions from net investment income         (0.05)     (0.047)       (0.03)     (0.04)     (0.03 )
- ----------------------------------------------
CAPITAL CONTRIBUTION                                  --       0.003           --         --         --
- ----------------------------------------------    ------     -------       ------     ------     -------
NET ASSET VALUE, END OF PERIOD                    $ 1.00     $  1.00       $ 1.00     $ 1.00     $ 1.00
- ----------------------------------------------    ------     -------       ------     ------     -------
TOTAL RETURN(b)                                     5.50%       4.84%(c)     3.08%      3.55%      2.90 %
- ----------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------
  Expenses                                          0.51%       0.44%        0.43%      0.41%      0.27 %(d)
- ----------------------------------------------
  Net investment income                             5.26%       4.72%        3.02%      3.46%      4.56 %(d)
- ----------------------------------------------
  Expense waiver/reimbursement(e)                   0.19%       0.24%        0.28%      0.31%      0.47 %(d)
- ----------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------
  Net assets, end of period (000 omitted)         $367,742   $284,059      $334,765   $277,267   $111,329
- ----------------------------------------------
</TABLE>


(a) Reflects operations for the period from September 17, 1991 (date of initial
    public investment) to April 30, 1992.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

(c) Total return would have remained at 4.84% absent the capital contribution by
    Riggs National Corp.

(d) Computed on an annualized basis.

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

(See Notes which are an integral part of the Financial Statements)

Further information about the Fund's performance is contained in the Funds'
annual report for the fiscal year ended April 30, 1996, which can be obtained
free of charge.


RIMCO MONUMENT PRIME MONEY MARKET FUND

FINANCIAL HIGHLIGHTS--CLASS B SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Ernst & Young LLP, the Trust's
independent auditors. Their report dated June 14, 1996, on the Trust's financial
statements for the year ended April 30, 1996, is included in the combined Annual
Report, which is incorporated herein by reference. This table should be read in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Trust.
<TABLE>
<CAPTION>
                                                                                    PERIOD ENDED
                                                                                      APRIL 30,
                                                                                       1996(a)
                                                                                    -------------
<S>                                                                                 <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                   $  1.00
- --------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------------------------------------
  Net investment income                                                                   0.02
- --------------------------------------------------------------------------------     ---------
LESS DISTRIBUTIONS
- --------------------------------------------------------------------------------
  Distributions from net investment income                                               (0.02)
- --------------------------------------------------------------------------------     ---------
NET ASSETS VALUE, END OF PERIOD                                                        $  1.00
- --------------------------------------------------------------------------------     ---------
TOTAL RETURN(b)                                                                           0.74%
- --------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------------------------------------
  Expenses                                                                                1.07%(c)
- --------------------------------------------------------------------------------
  Net investment income                                                                   4.58%(c)
- --------------------------------------------------------------------------------
  Expense waiver/reimbursement(d)                                                         0.19%(c)
- --------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                     $10
- --------------------------------------------------------------------------------
</TABLE>


(a) Reflects operations for the period from December 12, 1995 (date of initial
    public investment) to April 30, 1996.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

(c) Computed on an annualized basis.

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

(See Notes which are an integral part of the Financial Statements)

Further information about the Fund's performance is contained in the Funds'
annual report for the fiscal year ended April 30, 1996, which can be obtained
free of charge.


RIMCO MONUMENT BOND FUND

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Ernst & Young LLP, the Trust's
independent auditors. Their report dated June 14, 1996, on the Trust's financial
statements for the year ended April 30, 1996, is included in the combined Annual
Report, which is incorporated herein by reference. This table should be read in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Trust.
<TABLE>
<CAPTION>
                                                                            YEAR ENDED APRIL 30,
                                                                  ----------------------------------------
                                                                   1996       1995       1994      1993(a)
                                                                  ------     ------     ------     -------
<S>                                                               <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                              $ 9.35     $ 9.46     $10.40     $10.00
- ----------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------
  Net investment income                                             0.59       0.56       0.53       0.60
- ----------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments            0.12      (0.11)     (0.38)      0.66
                                                                                                    -----
- ----------------------------------------------------------------  ------     ------     ------
  Total from investment operations                                  0.71       0.45       0.15       1.26
- ----------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------
  Distributions from net investment income                         (0.59)     (0.56)     (0.53)     (0.60 )
- ----------------------------------------------------------------
  Distributions from net realized gains                               --         --      (0.56)     (0.26 )
                                                                                                    -----
- ----------------------------------------------------------------  ------     ------     ------
  Total distributions                                              (0.59)     (0.56)     (1.09)     (0.86 )
                                                                                                    -----
- ----------------------------------------------------------------  ------     ------     ------
NET ASSET VALUE, END OF PERIOD                                    $ 9.47     $ 9.35     $ 9.46     $10.40
                                                                                                    -----
- ----------------------------------------------------------------  ------     ------     ------
TOTAL RETURN(b)                                                     7.60%      5.01%      1.10%     12.93 %
- ----------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------
  Expenses                                                          0.80%      0.80%      0.68%      0.50 %(c)
- ----------------------------------------------------------------
  Net investment income                                             6.04%      6.06%      5.15%      5.95 %(c)
- ----------------------------------------------------------------
  Expense waiver/reimbursement(d)                                   0.40%      0.40%      0.48%      0.65 %(c)
- ----------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------
  Net assets, end of period (000 omitted)                         $50,919    $46,820    $47,552    $44,668
- ----------------------------------------------------------------
  Portfolio turnover                                                 128%       262%       344%       371 %
- ----------------------------------------------------------------
</TABLE>


(a) Reflects operations for the period from May 11, 1992 (date of initial public
    investment) to April 30, 1993.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

(c) Computed on an annualized basis.

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

(See Notes which are an integral part of the Financial Statements)

Further information about the Fund's performance is contained in the Funds'
annual report for the fiscal year ended April 30, 1996, which can be obtained
free of charge.


RIMCO MONUMENT STOCK FUND

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Ernst & Young LLP, the Trust's
independent auditors. Their report dated June 14, 1996, on the Trust's financial
statements for the year ended April 30, 1996, is included in the combined Annual
Report, which is incorporated herein by reference. This table should be read in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Trust.
<TABLE>
<CAPTION>
                                                                        YEAR ENDED APRIL 30,
                                                              ----------------------------------------
                                                               1996       1995       1994      1993(a)
                                                              ------     ------     ------     -------
<S>                                                           <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $12.69     $11.89     $10.46     $10.00
- ----------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------
  Net investment income                                         0.18       0.20       0.16       0.21
- ----------------------------------------------------------
  Net realized and unrealized gain on investments               4.00       1.39       1.44       0.46
- ----------------------------------------------------------    ------     ------     ------     -------
  Total from investment operations                              4.18       1.59       1.60       0.67
- ----------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------
  Distributions from net investment income                     (0.18)     (0.19)     (0.16)     (0.21 )
- ----------------------------------------------------------
  Distributions from net realized gains                        (0.85)     (0.60)     (0.01)        --
- ----------------------------------------------------------    ------     ------     ------     -------
  Total distributions                                          (1.03)     (0.79)     (0.17)     (0.21 )
- ----------------------------------------------------------    ------     ------     ------     -------
NET ASSET VALUE, END OF PERIOD                                $15.84     $12.69     $11.89     $10.46
- ----------------------------------------------------------    ------     ------     ------     -------
TOTAL RETURN(b)                                                33.73%     14.16%     15.28%      6.35 %
- ----------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------
  Expenses                                                      0.96%      0.98%      1.00%      0.69 %(c)
- ----------------------------------------------------------
  Net investment income                                         1.26%      1.66%      1.36%      2.18 %(c)
- ----------------------------------------------------------
  Expense waiver/reimbursement(d)                               0.12%      0.14%      0.20%      0.47 %(c)
- ----------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------
  Net assets, end of period (000 omitted)                     $84,797    $66,019    $58,597    $37,539
- ----------------------------------------------------------
  Average commission rate paid                                $0.0687        --         --         --
- ----------------------------------------------------------
  Portfolio turnover                                              81%        46%        89%        92 %
- ----------------------------------------------------------
</TABLE>


(a) Reflects operations for the period from May 11, 1992 (date of initial public
    investment) to April 30, 1993.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

(c) Computed on an annualized basis.

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

(See Notes which are an integral part of the Financial Statements)

Further information about the Fund's performance is contained in the Funds'
annual report for the fiscal year ended April 30, 1996, which can be obtained
free of charge.


RIMCO MONUMENT SMALL CAPITALIZATION EQUITY FUND

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

The following table has been audited by Ernst & Young LLP, the Trust's
independent auditors. Their report dated June 14, 1996, on the Trust's financial
statements for the year ended April 30, 1996, is included in the combined Annual
Report, which is incorporated herein by reference. This table should be read in
conjunction with the Fund's financial statements and notes thereto, which may be
obtained free of charge from the Trust.
<TABLE>
<CAPTION>
                                                                              YEAR ENDED APRIL 30,
                                                                             -----------------------
                                                                              1996           1995(a)
                                                                             -------         -------
<S>                                                                          <C>             <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                          $10.43         $10.00
- ------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------------
  Net investment income (operating loss)                                       (0.02)          0.02
- ------------------------------------------------------------------
  Net realized and unrealized gain on investments                               4.05           0.41
- ------------------------------------------------------------------            ------         -------
  Total from investment operations                                              4.03           0.43
- ------------------------------------------------------------------            ------         -------
LESS DISTRIBUTIONS
- ------------------------------------------------------------------
  Distributions from net investment income                                     (0.01)            --
- ------------------------------------------------------------------
  Distributions from net realized gains                                        (0.35)            --
- ------------------------------------------------------------------            ------         -------
  Total distributions                                                          (0.36)            --
- ------------------------------------------------------------------            ------         -------
NET ASSET VALUE, END OF PERIOD                                                $14.10         $10.43
- ------------------------------------------------------------------            ------         -------
TOTAL RETURN(b)                                                                39.43%          4.30 %
- ------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------------
  Expenses                                                                      1.14%          1.66 %(c)
- ------------------------------------------------------------------
  Net investment income                                                        (0.13)%         0.98 %(c)
- ------------------------------------------------------------------
  Expense waiver/reimbursement(d)                                               0.80%          1.54 %(c)
- ------------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                    $19,289         $7,609
- ------------------------------------------------------------------
  Average commission rate paid                                               $0.0650             --
- ------------------------------------------------------------------
  Portfolio turnover                                                              70%             8 %
- ------------------------------------------------------------------
</TABLE>


(a) Reflects operations for the period from February 27, 1995 (date of initial
    public investment) to April 30, 1995.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

(c) Computed on an annualized basis.

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

(See Notes which are an integral part of the Financial Statements)

Further information about the Fund's performance is contained in the Funds'
annual report for the fiscal year ended April 30, 1996, which can be obtained
free of charge.


OBJECTIVE 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 and, with respect to U.S.
Treasury Money Market Fund and Prime Money Market Fund, by complying with the
diversification and other requirements of Rule 2a-7 under the Investment Company
Act of 1940 which regulates money market mutual funds.

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.

U.S. TREASURY MONEY MARKET FUND

The investment objective of U.S. Treasury Money Market Fund is to provide
current income consistent with stability of principal and liquidity. The Fund
pursues its investment objective by investing its assets in U.S. Treasury
obligations which are issued by the U.S. government, and are fully guaranteed as
to payment of principal and interest by the United States.

ACCEPTABLE INVESTMENTS.  The Fund invests only in U.S. Treasury obligations
maturing in 13 months or less and in repurchase agreements fully collateralized
by U.S. Treasury obligations. See "Repurchase Agreements." The average maturity
of the U.S. Treasury obligations in the Fund's portfolio, computed on a
dollar-weighted basis, will be 90 days or less.

In addition, the Fund may borrow money, lend portfolio securities and engage in
when-issued and delayed delivery transactions. See "Portfolio Investments and
Strategies."

INVESTMENT LIMITATIONS.  The Fund's investment limitations are discussed below
under "Borrowing Money" and "Restricted and Illiquid Securities."

PRIME MONEY MARKET FUND

The investment objective of the Prime Money Market Fund is to provide current
income consistent with stability of principal and liquidity. The Fund pursues
its investment objective by investing exclusively in a portfolio of money market
instruments maturing in 13 months or less. The average maturity of the money
market instruments in the Fund's portfolio, computed on a dollar-weighted basis,
will be 90 days or less.


ACCEPTABLE INVESTMENTS.  The Fund invests in high quality money market
instruments that are either rated in the highest short-term rating category by
nationally recognized statistical rating organizations ("NRSROs") or are of
comparable quality to securities having such ratings. Examples of these
instruments include, but are not limited to:

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

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

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

     - short-term credit facilities;

     - 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") (See "Portfolio Investments and Strategies");
       and

     - other money market instruments.

The Fund invests only in instruments denominated and payable in U.S. dollars.
In addition, the Fund may borrow money, lend portfolio securities, invest in
restricted and illiquid securities, repurchase agreements and variable amount
demand master notes and engage in when-issued and delayed delivery transactions.
See "Portfolio Investments and Strategies."

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 the Bank Insurance Fund ("BIF") or the Savings Association Insurance
Fund ("SAIF"). Bank Instruments may include Eurodollar Certificates of Deposit
("ECDs"), Yankee Certificates of Deposit ("Yankee CDs") and Eurodollar Time
Deposits ("ETDs"). The Fund will treat securities credit-enhanced with a bank's
letter of credit as Bank Instruments.

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 private activity 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. Bonds are typically
classified as revenue bonds.

     INVESTMENT RISKS.  Yields on municipal securities depend on a variety of
     factors, including: the general conditions of the short-term municipal note
     market and of the municipal bond market; the size of the particular
     offering; the maturity of the obligations; and the rating of the issue. The
     ability of the Fund to achieve its investment objective also depends on the
     continuing ability of the issuers of municipal securities and participation
     interests, or the guarantors of either, to meet their obligations for the
     payment of interest and principal when due.

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

SHORT-TERM CREDIT FACILITIES.  The Fund may enter into, or acquire
participations in, short-term borrowing arrangements with corporations,
consisting of either a short-term revolving credit facility or a master note
agreement payable upon demand. Under these arrangements, the borrower may
request advances from the Fund and may repay and reborrow funds during the term
of the facility. The Fund treats any commitment to provide such advances as a
standby commitment to purchase the borrower's notes.

CREDIT ENHANCEMENT.  Certain of the Fund's acceptable investments may have been
credit-enhanced by a guaranty, letter of credit or insurance. Any bankruptcy,
receivership, default, or change in the credit quality of the party providing
the credit enhancement will adversely affect the quality and marketability of
the underlying security and could cause losses to the Fund and affect its share
price. The Fund may have more than 25% of its total assets invested in
securities credit-enhanced by banks.

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


INVESTMENT LIMITATIONS.  The Fund's investment limitations are discussed below
under "Borrowing Money," "Diversification," "Restricted and Illiquid
Securities," and "Investing in New Issuers."

BOND FUND

The investment objective of the Bond Fund is to achieve current income. The Fund
pursues its investment objective by investing in the bonds and other instruments
described below. Under normal market conditions, the Fund will (1) attempt to
maintain a dollar-weighted average portfolio maturity of between five and ten
years and (2) invest at least 65% of its assets in bonds.

ACCEPTABLE INVESTMENTS.  The Fund invests primarily in a professionally managed,
diversified portfolio of investment grade securities which include:

   
     - domestic issues of corporate debt obligations and U.S. dollar denominated
       debt obligations of foreign corporations and governments rated Baa or
       better by Moody's, BBB or better by S&P or BBB or better by Fitch;
    

     - obligations issued or guaranteed by the U.S. government, its agencies or
       instrumentalities (see "Portfolio Investments and Strategies");

     - commercial paper which matures in 270 days or less so long as at least
       two ratings are high quality ratings by NRSROs. Such ratings would
       include: A-1 by S&P, Prime-1 by Moody's, or F-1 by Fitch and, unrated but
       deemed to be of comparable quality by the investment adviser, including
       Canadian Commercial Paper and Europaper;

     - instruments of domestic and foreign banks and savings associations as
       described above under "Prime Money Market Fund--Acceptable Investments"
       and "Bank Instruments"; and

     - collateralized mortgage obligations.

   
The Fund will only purchase corporate debt obligations that at the time of
purchase are rated investment grade or better. An investment grade security can
range from the highest rating (AAA) to medium quality (BBB). Securities in the
BBB category may be more susceptible to adverse economic conditions or changing
circumstances and the securities at the lower end of the BBB category may have
certain speculative characteristics. The Fund intends to limit its investment in
bonds rated in the lowest investment grade category to 10% of its total assets.
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 the event that any such security is downgraded by a ratings service
below the fourth highest rating category, the Fund will dispose of the security.
    

In addition, the Fund may borrow money, lend portfolio securities, invest in
restricted and illiquid securities, repurchase agreements, securities of other
investment companies, and variable amount demand master notes and engage in put
and call options, futures and options on futures and when-issued and delayed
delivery transactions. See "Portfolio Investments and Strategies."

COLLATERALIZED MORTGAGE OBLIGATIONS.  The Fund may invest in collateralized
mortgage obligations ("CMOs") which are rated A or better by an NRSRO 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.

PARTICIPATION INTERESTS.  The Fund may purchase participation interests from
financial institutions (such as commercial banks, savings associations, and
insurance companies), or from single-purpose, stand-alone finance subsidiaries
or trusts of such institutions, or from other special purpose entities.
Single-purpose, stand-alone finance subsidiaries or trusts and special purpose
entities generally do not have any significant assets other than the receivables
securing the participation interests. Participation interests give the Fund an
undivided fractional ownership interest in debt obligations. The debt
obligations may include pools of credit card receivables, automobile installment
loan contracts, corporate loans or debt securities, corporate receivables or
other types of debt obligations. In addition to being supported by the stream of
payments generated by the debt obligations, payments of principal and interest
on the participation interests may be supported up to certain amounts and for
certain periods of time by irrevocable letters of credit, insurance policies,
and/or other credit agreements issued by financial institutions unaffiliated
with the issuers and by monies on deposit in certain bank accounts of the
issuer. Payments of interest on the participation interests may also rely on
payments made pursuant to interest rate swap agreements made with other
unaffiliated financial institutions.

The participation interests described above will be rated A or better by Moody's
or by S&P. The Fund may also invest in participation interests which are not
rated but are determined by the Board of Trustees to be of comparable quality.

If the participation interests include the unconditional written right to demand
payment at par value plus accrued interest from the issuer, the Demand Feature
will be used in determining the maturity of the participation interest. So long
as the Demand Feature can require payment by the issuer within seven days, the
participation interest will not be deemed to be illiquid. The secondary market,
if any, for certain of these obligations may be extremely limited and any such
obligations purchased by the Fund will be regarded as illiquid, unless they
include the seven-day Demand Feature. Such illiquid obligations will be included
within the 15% limitation by the Fund on investment of its net assets in
illiquid securities.

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 investment 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. It is not anticipated that the portfolio
trading engaged in by the Fund will result in its annual rate of portfolio
turnover exceeding 400%. A portfolio turnover rate of 100% would occur, for
example, if all the securities in the Fund's portfolio were replaced once in a
period of one year. 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 Trust'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 LIMITATIONS.  The Fund's investment limitations are discussed below
under "Borrowing Money," "Diversification," "Restricted and Illiquid
Securities," and "Investing in New Issuers."

STOCK FUND

The investment objective of the Stock Fund is to provide growth of capital and
income. The Fund pursues its investment objective primarily through equity
investments, such as common stocks and securities convertible into common
stocks.

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

     - common stocks and securities convertible into common stocks which will be
       primarily composed of issues of high quality large capitalization
       domestic companies. See "Portfolio Investments and Strategies." Under
       normal market conditions, at least 65% of the Fund's portfolio will be
       invested in stocks. These will generally be readily recognizable
       companies whose earnings and dividends are growing at above average
       rates;

     - preferred stocks, corporate bonds, notes, warrants, and rights;

     - American Depositary Receipts ("ADRs"), which are receipts typically
       issued by an American bank or trust company that evidences ownership of
       underlying securities issued by a foreign issuer. ADRs may not
       necessarily be denominated in the same currency as the securities into
       which they may be converted. Generally, ADRs, in registered form, are
       designed for use in U.S. securities markets. The Fund may invest up to
       20% of its net assets in ADRs;

     - commercial paper rated A-1 by S&P, Prime-1 by Moody's, or F-1 by Fitch
       and money market instruments (including commercial paper) which are
       unrated but deemed to be of comparable quality by the investment adviser,
       including Canadian Commercial Paper and Europaper;

     - instruments of domestic and foreign banks and savings associations as
       described above under "Prime Money Market Fund--Acceptable Investments"
       and "Bank Instruments"; and

     - securities issued or guaranteed by the U.S. government, its agencies or
       instrumentalities, including those obligations purchased on a when-issued
       or delayed delivery basis. See "Portfolio Investments and Strategies."

In addition, the Fund may borrow money, lend portfolio securities, invest in
restricted and illiquid securities, repurchase agreements, securities of other
investment companies, and variable amount demand master notes and engage in put
and call options, futures and options on futures and when-issued and delayed
delivery transactions. See "Portfolio Investments and Strategies."

In selecting investments for the Fund, the investment adviser follows a
value-based, disciplined investment philosophy. Using a computer model and
hands-on fundamental analysis, stocks are


selected based on such factors as low price/earnings ratios relative to earnings
growth and history; rising earnings estimates; relative price strength; high or
improving earnings; and credit quality.

Computer screens based upon value criteria are applied to a listing of 750
stocks that are selected based upon market capitalization, trading volume, and
availability of data, to rank them according to relative attractiveness. These
rankings are refined by additional screens focusing on earnings growth and
relative price strength. This computer model is complemented with the adviser's
fundamental analysis to produce a list of securities from which the adviser will
select what it believes to be especially attractive issues.

The relative price action of each stock is monitored, and price momentum is
followed to determine when the value of a security is beginning to be recognized
by the 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 investment 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. It is not anticipated that the portfolio
trading engaged in by the Fund will result in its annual rate of portfolio
turnover exceeding 200%. A portfolio turnover rate of 100% would occur, for
example, if all the securities in the Fund's portfolio were replaced once in a
period of one year. 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 brokerage commissions and
other 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. 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 LIMITATIONS.  The Fund's investment limitations are discussed below
under "Borrowing Money," "Diversification," "Restricted and Illiquid
Securities," and "Investing in New Issuers."

SMALL CAPITALIZATION FUND

The investment objective of the Small Capitalization Fund is to provide
long-term capital appreciation. The Fund pursues its investment objective by
investing primarily in a broad, diversified range of equity securities
comprising the small capitalization sector of the United States equity market
(companies which have a market value capitalization up to $1 billion.)

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

     - common stocks, and securities convertible into common stocks which will
       be primarily composed of issues of small capitalization domestic
       companies. See "Portfolio Investments and Strategies" and "Equity
       Investment Considerations." Under normal market conditions, at least 65%
       of the Fund's portfolio will be invested in equity securities of
       companies that have a market value capitalization of up to $1 billion;

     - preferred stocks, real estate investment trusts, corporate bonds, notes,
       warrants, and rights;

     - ADRs of foreign companies as described above under "Stock
       Fund--Acceptable Investments;"


     - commercial paper rated A-1 by S&P, Prime-1 by Moody's, or F-1 by Fitch,
       and money market instruments (including commercial paper) which are
       unrated but deemed to be of comparable quality by the investment adviser,
       including Canadian Commercial Paper and Europaper;

     - instruments of domestic and foreign banks and savings associations as
       described above under "Prime Money Market Fund--Acceptable Investments"
       and "Bank Instruments;" and

     - securities issued or guaranteed by the U.S. government, its agencies or
       instrumentalities, including those obligations purchased on a when-issued
       or delayed delivery basis. See "Portfolio Investments and Strategies."

While the Fund will only purchase corporate debt obligations that, at the time
of purchase, are rated in the top three rating categories, in the event that any
such security is downgraded to the fourth category, the Fund may continue to
hold the security. Obligations rated in the lowest of the top four ratings, such
as Baa by Moody's or BBB by S&P or Fitch, 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 the event that any such security is downgraded by a ratings service
below the fourth highest rating category, the Fund will dispose of the security.

In selecting investments for the Fund, the investment adviser employs the same
value-based, disciplined investment philosophy that is described above with
respect to the Stock Fund, and applies it to the small capitalization sector of
the equity market. Using a computer model and hands-on fundamental analysis,
small capitalization stocks are selected based on such factors as low
price/earnings ratios relative to earnings growth and history; rising earnings
estimates; relative price strength; high or improving earnings; and credit
quality.

Computer screens based upon value criteria are applied to a listing of small
capitalization stocks that are selected using the same methodology that is used
for the Stock Fund to rank them according to relative attractiveness. These
rankings are refined by additional screens focusing on earnings growth and
relative price strength. This computer model is complemented with the adviser's
fundamental analysis to produce a list of securities from which the adviser will
select what it believes to be especially attractive issues.

The relative price action of each small capitalization stock is monitored, and
price momentum is followed to determine when the value of a security is
beginning to be recognized by the market.

In addition, the Fund may borrow money, lend portfolio securities, invest in
restricted and illiquid securities, repurchase agreements, securities of other
investment companies, and engage in when-issued and delayed delivery
transactions. The Fund may also invest in put and call options, futures, and
options on futures, for hedging purposes. See "Portfolio Investments and
Strategies" for a discussion of these investments as well as the potential risks
related to small capitalization stocks. The Fund's investments in real estate
investment trusts may be subject to risks associated with direct ownership of
real estate, including declines in the value of real estate, risks related to
general and local economic conditions, increases in interest rates, and other
factors discussed under this heading in the Statement of Additional Information.

INVESTMENT LIMITATIONS.  The Fund's investment limitations are discussed below
under "Borrowing Money," "Diversification," "Restricted and Illiquid
Securities," and "Investing in New Issuers."


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

BORROWING MONEY

The Funds will not borrow money directly or through reverse repurchase
agreements (arrangements in which a Fund sells a money market 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 10% (in the
case of the U.S. Treasury Money Market Fund and Prime Money Market Fund) or 15%
(in the case of the Bond Fund, Stock Fund, and Small Capitalization Fund) of the
value of those assets to secure such borrowings. This policy cannot be changed
without the approval of holders of a majority of a Fund's shares.

DIVERSIFICATION

With respect to 75% of the value of total assets, the Prime Money Market Fund,
Bond Fund, Stock Fund, and Small Capitalization Fund will not invest more than
5% in securities of 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 U.S. government
securities. The Funds 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 a Fund's shares.

RESTRICTED AND ILLIQUID SECURITIES

The Prime Money Market Fund, Bond Fund, Stock Fund, and Small Capitalization
Fund may invest in restricted securities. The U.S. Treasury Fund will not 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 Bond Fund,
Stock Fund, and Small Capitalization Fund will limit investments in illiquid
securities (including certain restricted securities not determined by the
Trustees to be liquid, nonnegotiable time deposits, over-the-counter options,
and repurchase agreements providing for settlement in more than seven days after
notice) to 15% of their net assets. The U.S. Treasury Money Market Fund and
Prime Money Market Fund will limit investments in illiquid securities to 10% of
their respective net assets.

A 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 one of these
Funds, 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 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
certain other restricted securities, which meet the criteria for liquidity
established by the Trustees, are quite liquid. Therefore, the Funds intend to
treat these securities as liquid and not subject to the investment limitation
applicable to illiquid securities. In addition, because these securities are
liquid, the Funds will not subject such securities to the limitation otherwise
applicable to restricted securities.


INVESTING IN NEW ISSUERS

The Funds 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.

REPURCHASE AGREEMENTS

The securities in which each Fund invests may be purchased pursuant to
repurchase agreements. Repurchase agreements are arrangements in which banks,
broker/dealers, and other recognized financial institutions sell U.S. government
securities or other securities to 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 less than the repurchase price on any sale 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 Funds'
adviser to be creditworthy pursuant to guidelines established by the Trustees.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

The Funds may purchase securities on a when-issued or delayed delivery basis.
These transactions are arrangements in which a Fund purchases securities with
payment and delivery scheduled for a future time. The sellers' failure to
complete the transaction 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.

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

LENDING OF PORTFOLIO SECURITIES

In order to generate additional income, each Fund may lend portfolio securities
on a short-term or long-term basis, or both, up to one-third of the value of its
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 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. This policy cannot be changed
without the approval of holders of a majority of a Fund's shares.

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.


CONVERTIBLE SECURITIES

The Stock Fund and the Small Capitalization Fund may invest in convertible
securities rated, at the time of purchase, BBB or better by S&P, Moody's, or
Fitch, or, if unrated, of comparable quality as determined by the Fund's
adviser. (If a security's rating is reduced below the required minimum after a
Fund has purchased it, the Fund is not required to sell the security, but may
consider doing so.) 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 bonds, convertible
preferred stock 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 a variety of different investment
strategies.

Convertible bonds and convertible preferred stocks generally retain the
investment characteristics of fixed-income securities until they have been
converted but also react to movements in the underlying equity securities. The
prices of fixed-income securities fluctuate inversely to the direction of
interest rates. The holder is entitled to receive the fixed income of a bond or
the dividend preference of a preferred stock until the holder elects to exercise
the conversion privilege. Usable bonds are corporate bonds that can be used in
whole or in part, customarily at full face value, in lieu of cash to purchase
the issuer's common stock.

U.S. GOVERNMENT SECURITIES

The U.S. government securities in which the Prime Money Market Fund, Bond Fund,
Stock Fund, and Small Capitalization Fund may invest include: direct obligations
of the U.S. Treasury (such as Treasury bills, notes and bonds), and obligations
issued by U.S. government agencies or instrumentalities, including securities
that are supported by the full faith and credit of the United States (such as
Government National Mortgage Association certificates); securities that are
supported by the right of the issuer to borrow from the U.S. Treasury (such as
securities of Federal Home Loan Banks); and securities that are supported by the
credit of the instrumentality (such as Federal National Mortgage Association and
Federal Home Loan Mortgage Corporation bonds).

EQUITY INVESTMENT CONSIDERATIONS AND RISK FACTORS

With respect to the Stock Fund and Small Capitalization Fund, as with other
mutual funds that invest primarily in equity securities, the Funds are subject
to market risks. Since equity markets tend to be cyclical, the possibility
exists that the value of common stocks could decline over short or even extended
periods of time.

With respect to the Small Capitalization Fund, because the Fund invests
primarily in small capitalization stocks, there are some additional risk factors
associated with investments in this Fund. Small capitalization stocks have
historically been more volatile in price than larger capitalization stocks, such
as those included in the Standard & Poor's 500 Index. This is because, among
other things, smaller companies have a lower degree of liquidity in the equity
market and tend to have a greater sensitivity to changing economic conditions.
Further, in addition to exhibiting greater volatility, these stocks may, to some
degree, fluctuate independently of the stocks of large companies. That is, the
stocks of small


capitalization companies may decline in price as the price of large company
stocks rises or vice versa. Therefore, investors should expect that there will
be periods of time when the Fund will exhibit greater volatility than broad
stock market indices such as the Standard & Poor's 500 Index.

PUT AND CALL OPTIONS

   
The Bond Fund, Stock Fund, and Small Capitalization Fund may purchase put
options on portfolio securities. A put option gives a 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. These options will be used as a
hedge to attempt to protect securities which a Fund holds against decreases in
value. These Funds may also write covered call options on all or any portion of
their portfolio to generate income. As a writer of a call option, a Fund has the
obligation upon exercise of the option during the option period to deliver the
underlying security upon payment of the exercise price. A 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 Funds may also purchase call options which give the Funds the
ability to purchase portfolio securities in the future at a price specified in
the call option.
    

A 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 a Fund are not traded on an
exchange. A Fund purchases and writes options only with investment dealers and
other financial institutions (such as commercial banks or savings associations)
deemed creditworthy by the investment 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.
    

FUTURES AND OPTIONS ON FUTURES

The Bond Fund, Stock Fund, and Small Capitalization Fund may purchase and sell
futures contracts to hedge against the effects of changes in the value of
portfolio securities due to anticipated changes in interest rates and market
conditions. 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.

Stock index futures contracts are based on indexes that reflect the market value
of common stock of the firms included in the indexes. An index futures contract
is an agreement pursuant to which two parties agree to take or make delivery of
an amount of cash equal to the differences between the value of the index at the
close of the last trading day of the contract and the price at which the index
contract was originally written. The Bond Fund, Stock Fund, and Small
Capitalization Fund may also write call options and purchase put options on
futures contracts as a hedge to attempt to protect their portfolio securities
against decreases in value. When a 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, a Fund is entitled (but not obligated) to sell a futures
contract at the fixed price during the life of the option.

   
The Bond Fund, Stock Fund and Small Capitalization Fund may purchase call
options on futures contracts as hedges against rising purchase prices of
portfolio securities. These Funds will use these transactions to attempt to
protect their ability to purchase portfolio securities in the future at price
levels existing at the time they enter into the transactions. As a purchaser of
a call option on a futures contract, these Funds are entitled (but not
obligated) to purchase a futures contract at a fixed price at any time during
the life of the option.
    

The Bond Fund, Stock Fund, and Small Capitalization Fund may not purchase or
sell futures contracts or related options if immediately thereafter the sum of
the amount of margin deposits on a Fund's existing futures positions and
premiums paid for related options would exceed 5% of the market value of a
Fund's total assets. When a 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 custodian (or the broker, if legally permitted) to
collateralize the position and thereby insure that the use of such futures
contracts are unleveraged. When a Fund sells futures contracts, it will either
own or have the right to receive the underlying future or security, or will make
deposits to collateralize the position as discussed above.

RISKS. When a Fund uses futures and options on 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 that 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
investment adviser could be incorrect in its expectations about the direction or
extent of market factors such as stock price movements. In these events, a 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 these transactions, there is no
assurance that a liquid secondary market on an exchange or otherwise will exist
for any particular futures contract or option at any particular time. A Fund's
ability to establish and close out futures and options positions depends on this
secondary market.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

The Funds 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
U.S. Treasury Money Market Fund and Prime Money Market Fund may only invest in
the securities of other investment companies that are money market funds having
investment objectives and policies similar to their own. 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.
Shareholders should realize that when a Fund invests in other investment
companies, certain Fund expenses, such as custodian fees and administrative
fees, may be duplicated. The adviser will waive its investment advisory fee on
assets invested in securities of open-end investment companies. These
limitations are not applicable if the securities are acquired in a merger,
consolidation, reorganization, or acquisition of assets.


DEMAND MASTER NOTES

The Prime Money Market Fund, Bond Fund, Stock Fund, and Small Capitalization
Fund may invest in variable amount demand master notes. Demand notes are
short-term borrowing arrangements between a corporation or government agency and
an institutional lender (such as a 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. Many master notes give a Fund the
option of increasing or decreasing the principal amount of the master note on a
daily or weekly basis within certain limits. Demand master notes usually provide
for floating or variable rates of interest.

FOREIGN INVESTMENTS

ADRs, ECDs, ETDs, Yankee CDs, Canadian Commercial Paper, Europaper, and foreign
debt obligations are subject to somewhat different risks than corresponding
securities of domestic issuers. Examples of these risks include international,
economic and political developments, foreign governmental restrictions that may
adversely affect the payment of dividends, principal or interest, foreign
withholding or other taxes on interest income, difficulties in obtaining or
enforcing a judgment against the issuer, 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,
and recordkeeping, and the public availability of information. These factors
will be carefully considered by the investment adviser in selecting investments
for a Fund.

TEMPORARY INVESTMENTS

The Bond Fund, Stock Fund, and Small Capitalization Fund may invest temporarily
in cash and cash items during times of unusual market conditions for defensive
purposes (up to 100% of a Fund's respective total assets) and to maintain
liquidity (up to 35% of a Fund's respective total assets). Cash items may
include short-term obligations such as obligations of the U.S. government or its
agencies or instrumentalities and repurchase agreements.

RIMCO MONUMENT FUNDS INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF RIMCO MONUMENT FUNDS

BOARD OF TRUSTEES.  The Trust is managed by a Board of Trustees (the
"Trustees"). The Trustees are 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 Trustees' responsibilities between meetings of the Board.

INVESTMENT ADVISER.  Pursuant to an investment advisory contract with the Trust,
investment decisions for the Trust are made by RIMCO, 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: Prime Money Market Fund and U.S. Treasury Money Market
     Fund--.50%; Bond Fund and Stock Fund--.75%; and Small Capitalization
     Fund--.80%. The fee paid by Bond Fund, Stock Fund, and Small Capitalization
     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
     investment 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.  RIMCO is a subsidiary of Riggs Bank, which is a
     subsidiary of Riggs National Corporation, a bank holding company. RIMCO has
     advised the RIMCO Monument Funds since September 1991, and as of April 30,
     1996, provides investment advice for assets approximating $3.0 billion.
     RIMCO has a varied client base of over 30 other relationships including
     corporate, union and public pension plans, foundations, endowments and
     associations. As part of its regular banking operations, Riggs Bank may
     make loans to public companies. Thus, it may be possible, from time to
     time, for a Fund to hold or acquire the securities of issuers which are
     also lending clients of Riggs Bank. The lending relationship will not be a
     factor in the selection of securities.

     Philip D. Tasho is the Chief Executive Officer and Chief Investment Officer
     of RIMCO and served as the manager of the RIMCO Monument Stock Fund from
     its inception through June, 1994. Most recently, Mr. Tasho was a Vice
     President at Shawmut Investment Advisers in Boston, MA from 1994 to 1995.
     Prior to that, Mr. Tasho served as a Managing Director of RIMCO and was a
     member of the senior management committee from 1990 to 1994. He also served
     as a Senior Portfolio Manager for the Sovran Bank in Bethesda and as
     Director of Research for the same bank at its Richmond head office. He
     started his career as a Trust Investment Officer for the First American
     Bank in Washington. Mr. Tasho earned a B.A. in Russian from Grinnel College
     and an M.B.A. in Finance and Investments from George Washington University.
     He holds a CFA from the Institute of Chartered Financial Analysts. Mr.
     Tasho assumed portfolio management responsibility of the RIMCO Monument
     Stock and Small Capitalization Equity Funds on November 20, 1995.

   
     Brian T. Shevlin is a Director of RIMCO and is responsible for fixed income
     strategy and management. Mr. Shevlin has fifteen years of diverse
     investment experience which includes institutional portfolio management
     positions with NCNB Texas Asset Management in Dallas, TX, Dewey Square
     Investors in Boston, MA and HT Investors, a subsidiary of Dewey Square.
     Prior to joining RIMCO, he served as Managing Director of 21st Century
     Investment Advisors. He also brings additional asset/liability management
     experience from positions with the Student Loan Marketing Association and
     Hospital Trust National Bank. Mr. Shevlin earned a B.S. degree in Finance
     from Providence College, Providence, RI. He assumed portfolio management
     responsibility of the RIMCO Bond Fund in September, 1996.
    
       

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.  Pursuant to the provisions of the distribution plan adopted
in accordance with the Investment Company Act Rule 12b-1 (the "Plan"), the Class
B Shares of the Prime Money Market Fund will pay to the distributor an amount
computed at an annual rate of .50 of 1% of the average daily net asset value of
the Class B Shares to finance any activity which is principally intended to
result in the sale of Class B Shares.

The Prime Money Market Fund offers two classes of shares for sale: Class A
Shares and Class B Shares. The classes of shares represent interests in one
common investment portfolio but differ in that Class B Shares are subject to
distribution expenses paid by Class B Shares of the Fund pursuant to the Plan,
while Class A Shares will not be subject to such a Plan, and will not incur such
distribution expenses. Class B Shares are sold to certain investors who receive
administrative services from financial intermediaries, such as retirement plan
recordkeepers and broker/dealers ("brokers"). Class B Shares are also available
to retail and institutional investors in connection with a Cash Sweep Program
for automatic investment. Riggs Bank provides administrative services in
connection with the Cash Sweep Program.

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

Under the Plan, the distributor may select financial institutions such as banks,
fiduciaries, custodians for public funds, investment advisers, and brokers to
provide sales and/or administrative services as agents for their clients or
customers who beneficially own Class B Shares of the Prime Money Market Fund.

Payments under the Plan will be used to compensate these financial institutions,
including Riggs Bank, and other parties providing administrative services to
Class B Investors, for administrative services provided in connection with the
Plan, which 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 the automatic investments of client account cash
balances; maintaining and distributing prospectuses and shareholder reports;
answering routine client inquiries regarding Class B Shares; assisting clients
in changing account designations, and addresses, and providing such other
services as the investors in Class B Shares of the Prime Money Market Fund
reasonably request.

The Plan is a compensation type plan. As such, the Class B Shares of the Prime
Money Market Fund make no payments to the distributor except as described above.
Therefore, the Class B Shares of the Prime Money Market Fund do not pay for
unreimbursed expenses of the distributor, including amounts expended by the
distributor in excess of amounts received by it from the Class B Shares of the
Prime


Money Market Fund, interest, carrying or other financing charges in connection
with excess amounts expended, or the distributor's overhead expenses. However,
the distributor may be able to recover such amounts or may earn a profit from
future payments made by the Class B Shares of the Prime Money Market Fund under
the Plan.

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

State securities laws governing the ability of depository institutions to act as
underwriters or distributors of securities may differ from requirements
currently imposed under applicable federal banking and securities laws, 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. 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
                                               on assets in excess of $750
                     .075 of 1%                          million
</TABLE>


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

CUSTODIAN.  Riggs Bank, Washington, D.C., is custodian for the securities and
cash of the Funds. Under the Custodian Agreement, Riggs Bank holds the Funds'
portfolio securities in safekeeping and keeps all necessary records and
documents relating to its duties.

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

With respect to the U.S. Treasury Money Market Fund and Prime 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 per share of each class is determined by adding the interest of a class of
shares in the value of all securities and other assets of a Fund, subtracting
the liabilities of the Fund attributable to that class of shares, and dividing
the remainder by the number of shares outstanding within that class. Of course,
the U.S. Treasury Money Market Fund and Prime Money Market Fund cannot guarantee
that their net asset value will always remain at $1.00 per share.


With respect to the Bond Fund, Stock Fund, and Small Capitalization Fund, net
asset value per share fluctuates and is determined by dividing the sum of the
market value of all securities and other assets, less liabilities, by the number
of shares outstanding.

On Monday through Friday, the U.S. Treasury Money Market Fund and Prime Money
Market Fund calculate net asset value at 12:00 noon (Washington, D.C. time) and
4:00 p.m. (Washington, D.C. time), while the Bond Fund, Stock Fund, and Small
Capitalization Fund calculate net asset value at the close of trading on the New
York Stock Exchange, normally 4:00 p.m. (Washington, D.C. 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; and (iii) on the following holidays: New Year's
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.

INVESTING IN THE FUNDS
- --------------------------------------------------------------------------------

SHARE PURCHASES

Shares of the Funds are sold on days on which both the New York Stock Exchange
and the Federal Reserve Wire system are open for business. Shares of the Funds
may be purchased through Riggs Bank or through authorized broker/dealers. 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 and will not accept any
purchase request without having first received a completed account application.

THROUGH RIGGS BANK.  An investor may write to or call Riggs Bank at the number
on the front page of this prospectus to place an order to purchase shares of a
Fund. Representatives are available from 8:00 a.m. to 5:00 p.m. (Washington,
D.C. time). Payment may be made either by mail or federal funds or by debiting a
customer's account at Riggs Bank. With respect to U.S. Treasury Money Market
Fund and Prime Money Market Fund, purchase orders must be received by Riggs Bank
before 11:00 a.m. (Washington, D.C. time). Payment is normally required on the
same business day. With respect to Bond Fund, Stock Fund, and Small
Capitalization Fund, purchase orders must be received by Riggs Bank before 4:00
p.m. (Washington, D.C. time). Payment is normally required on the next business
day. Texas residents must purchase shares through Federated Securities Corp. at
1-800-356-2805.

Payment for shares of a Fund may be made by check or by wire.

BY MAIL.  To purchase shares of a Fund by mail, send a check made payable to
"RIMCO Monument Funds" (include name of Fund and, if applicable, "Class A" or
"Class B" Shares) to Riggs Bank N.A., P.O. Box 96656, Washington, D.C.
20090-6656. Orders by mail are considered received after payment by check is
converted by Riggs Bank into federal funds. This is normally the next business
day after Riggs Bank receives the check.

BY WIRE.  To purchase shares of a Fund by wire, call the number on the front
page of this prospectus.

With respect to U.S. Treasury Money Market Fund and Prime Money Market Fund,
payment by wire must be received by Riggs Bank before 12:30 p.m. (Washington,
D.C. time) on the same day as the


order is placed to earn dividends for that day. With respect to Bond Fund, Stock
Fund, and Small Capitalization Fund, payment by wire must be received by Riggs
Bank before 3:00 p.m. (Washington, D.C. time) on the next business day after
placing the order. Shares of the Funds cannot be purchased by Federal Reserve
Wire on Columbus Day, Veterans' Day or Martin Luther King Day.

THROUGH AUTHORIZED BROKER/DEALERS.  An investor may place an order through
authorized brokers and dealers to purchase shares of a Fund. Shares will be
purchased at the public offering price next determined after the Fund receives
the purchase request from Riggs Bank. Purchase requests through authorized
brokers and dealers must be received by Riggs Bank and transmitted to the Fund
before 3:00 p.m. (Washington, D.C. time) in order for shares to be purchased at
that day's public offering price.
THROUGH THE CASH SWEEP PROGRAM.  Cash accumulations in demand deposit accounts
with Riggs Bank may be automatically invested in the Class B Shares of Prime
Money Market Fund when the demand deposit account reaches a dollar amount
predetermined by Riggs Bank and its customer.

Prospective investors in the Cash Sweep Program should refer to the Cash Sweep
Service Agreement that will need to be established between the investor and
Riggs Bank for details regarding the services, fees, restrictions, and
limitations related to the Cash Sweep Program. This prospectus should,
therefore, be read together with the Cash Sweep Service Agreement. Shareholders
may apply for participation in this program through Riggs Bank.

MINIMUM INVESTMENT REQUIRED

With the exception of the Class B Shares of the Prime Money Market Fund, the
minimum initial investment in each Fund is $500, except for an Individual
Retirement Account ("IRA") which requires a minimum initial investment of $250.
Subsequent investments must be in amounts of at least $100, except for an IRA,
which must be in amounts of at least $50. An investor's minimum investment will
be calculated by combining all mutual fund accounts it maintains in the RIMCO
Funds. The minimum investment requirements described above are not applicable to
Class B Shares of the Prime Money Market Fund, for which the minimum investment
requirement, if any, would be specified in the Cash Sweep Service Agreement.

   
The minimum investment required may be waived for purchases by employees or
retirees of the Riggs National Corporation and/or its subsidiaries, and their
spouses and children under the age of 21. The minimum investment may also be
waived for investors participating in a payroll deduction program.
    

WHAT SHARES COST
Shares of the U.S. Treasury Money Market Fund and the Prime Money Market Fund
are sold at their net asset value next determined after an order is received.
There is no sales charge imposed by these Funds.


Shares of the Stock Fund and Small Capitalization Fund are sold at their public
offering price based on their net asset value per share next determined after an
order is received, plus a sales charge as follows (unless the investor qualifies
for a reduction or waiver as described under "Sales Charge Reductions and
Waivers," below):
<TABLE>
<CAPTION>
                                                             SALES CHARGE        SALES CHARGE
                                                            AS A PERCENTAGE     AS A PERCENTAGE
                                                               OF PUBLIC            OF NET
                  AMOUNT OF TRANSACTION                        OFFERING         AMOUNT INVESTED
- ---------------------------------------------------------   ---------------     ---------------
<S>                                                         <C>                 <C>
Less than $50,000                                                 5.75%               6.10%
- ---------------------------------------------------------
$50,000 but less than $100,000                                    4.50                4.71
- ---------------------------------------------------------
$100,000 but less than $250,000                                   3.50                3.63
- ---------------------------------------------------------
$250,000 but less than $500,000                                   2.50                2.56
- ---------------------------------------------------------
$500,000 but less than $1 million                                 2.00                2.04
- ---------------------------------------------------------
$1 million or more                                                   0                   0
- ---------------------------------------------------------
</TABLE>


Shares of the Bond Fund are sold at their public offering price based on their
net asset value per share next determined after an order is received, plus a
sales charge as follows:
<TABLE>
<CAPTION>
                                                             SALES CHARGE        SALES CHARGE
                                                            AS A PERCENTAGE     AS A PERCENTAGE
                                                               OF PUBLIC            OF NET
                  AMOUNT OF TRANSACTION                        OFFERING         AMOUNT INVESTED
- ---------------------------------------------------------   ---------------     ---------------
<S>                                                         <C>                 <C>
Less than $50,000                                                 4.75%               4.99%
- ---------------------------------------------------------
$50,000 but less than $100,000                                    4.50                4.71
- ---------------------------------------------------------
$100,000 but less than $250,000                                   3.50                3.63
- ---------------------------------------------------------
$250,000 but less than $500,000                                   2.50                2.56
- ---------------------------------------------------------
$500,000 but less than $1 million                                 2.00                2.04
- ---------------------------------------------------------
$1 million or more                                                   0                   0
- ---------------------------------------------------------
</TABLE>


DEALER CONCESSION.  A dealer or Riggs Bank may receive up to 100% of the
applicable sales charge on the Bond Fund, Stock Fund, and Small Capitalization
Fund. Any portion of the sales charge which is not paid to Riggs Bank or a
dealer will be retained by the distributor. If accepted by Riggs Bank or a
dealer, such payments will be predicated upon the amount of Fund shares sold.
Such payments may take the form of cash or promotional incentives, such as
payment of certain expenses of qualified employees and their spouses to attend
informational meetings about the Funds or other special events at recreational
facilities, or items of material value. In some instances, these incentives will
be made available only to dealers whose employees have sold or may sell
significant amounts of shares. The Staff of the Securities and Exchange
Commission has indicated that dealers who receive more than 90% of the sales
charge may be considered underwriters.


OTHER PAYMENTS TO FINANCIAL INSTITUTIONS.  The distributor, the Adviser, or
their affiliates may also offer to pay a fee from their own assets to financial
institutions as financial assistance for providing substantial marketing and
sales support. The support may include initiating customer accounts, providing
sales literature, or participating in sales, educational and training seminars
(including those held at recreational facilities). Such assistance will be
predicated upon the amount of shares the financial institution sells or may sell
and/or upon the type and nature of sales or marketing support furnished by the
financial institution. Any payments made by the distributor may be reimbursed by
the Adviser or its affiliates.

SALES CHARGE REDUCTIONS

REDUCING THE SALES CHARGE.  The sales charge can be reduced through:

     - quantity discounts and accumulated purchases;

     - signing a 13-month letter of intent; or

     - concurrent purchases.

QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES.  As shown in the table above,
larger purchases of the Bond Fund, Stock Fund, and Small Capitalization Fund
reduce the sales charge paid. Reductions in sales charges apply to same day
purchases by members of a family unit consisting of husband, wife and children
under the age of 21, purchasing securities for their own account or a trustee or
other fiduciary purchasing for a single fiduciary account or single trust
estate.

The right to accumulate purchases allows the investor to combine the amount
being invested in shares of the Bond Fund, Stock Fund, or Small Capitalization
Fund with the aggregate net asset value of the shares owned in these Funds to
determine reduced sales charges in accordance with the above sales charge
schedule. For example, if a shareholder already owns shares of the Stock Fund
having a current value at the public offering price of $40,000 and he purchases
$10,000 more at the current public offering price, the sales charge on only the
additional purchase according to the schedule now in effect would be 4.50%, not
5.75%. If the shareholder wants to receive the benefit of the reduced sales
charge on the entire $50,000 purchase, the shareholder should sign a letter of
intent. To obtain the discount, the investor must provide the distributor or
Riggs Bank with sufficient information at the time of purchase to permit
verification that the purchase qualifies for a reduced sales charge and
confirmation of the purchase is subject to such verification.

LETTER OF INTENT.  If a shareholder intends to purchase at least $50,000 of
shares in the Bond Fund, Stock Fund, or Small Capitalization Fund over the next
13 months, the sales charge may be reduced by signing a letter of intent to that
effect. This letter of intent includes a provision for a sales charge adjustment
depending on the amount actually purchased within the 13-month period and a
provision for the Fund's custodian to hold up to 5.75% (4.75% with respect to
the Bond Fund) of the total amount intended to be purchased in escrow (in shares
of that Fund) until such purchase is completed.

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


This letter of intent will not obligate the shareholder to purchase shares, but
if the shareholder does, each purchase during the period will be at the sales
charge applicable to the total amount intended to be purchased. At the time a
letter of intent is established, current balances in accounts in the Bond Fund,
Stock Fund, or Small Capitalization Fund will be aggregated to provide a
purchase credit toward fulfillment of the letter of intent. Prior trade prices
will not be adjusted.

CONCURRENT PURCHASES.  For purposes of qualifying for a sales charge reduction,
a shareholder has the privilege of combining concurrent purchases in the Bond
Fund, Stock Fund, and the Small Capitalization Fund, the purchase price of which
includes a sales charge. For example, if a shareholder concurrently invested
$30,000 in the Bond Fund, $10,000 in the Stock Fund, and $10,000 in the Small
Capitalization Fund.

Amounts currently invested would be aggregated to determine the reduced sales
charge in accordance with the above sales charge schedule. To obtain the
discount, the investor or his financial institution must notify the distributor
or Riggs Bank in writing at the time of the concurrent purchase to permit
confirmation.

SALES CHARGE WAIVERS

   
PURCHASES AT NET ASSET VALUE.  Shares of the Bond Fund, Stock Fund, and Small
Capitalization Fund may be purchased at net asset value, without a sales charge:
by or through the Trust Division or the Private Banking Division of Riggs Bank;
by directors, employees, and retired employees of the Funds, Riggs National
Corporation and/or its subsidiaries, or Federated Securities Corp., or their
affiliates, and their spouses and children under the age of 21; by, in each case
for their own account, any bank or any investment dealer that has a sales
agreement with Federated Securities Corp. with regard to the Bond Fund, Stock
Fund, and Small Capitalization Fund; by anyone purchasing Shares with funds of a
qualified plan currently held in custody by Riggs Bank; or by a registered
investment adviser that has entered into a written agreement with RIMCO, or is
purchasing through an entity that has a written agreement with RIMCO, and, in
each case, is purchasing on behalf of its clients. In addition, no sales charge
will be imposed on shares purchased through a wrap account or no transaction fee
program if the sponsor of the wrap account or no transaction fee program has
entered into a written agreement with RIMCO.
    

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

REINVESTMENT PRIVILEGE.  If shares in the Bond Fund, Stock Fund, or Small
Capitalization Fund have been redeemed, the shareholder has a one-time right,
within 30 days of redemption, to reinvest the redemption proceeds in one of
these funds at the next-determined net asset value without any sales charge.
Riggs Bank or the distributor must be notified in writing by the shareholder or
by his financial institution of the reinvestment within 30 days after the
effective date of the redemption. If the shareholder redeems his shares in a
Fund, there may be tax consequences.


SYSTEMATIC INVESTMENT PROGRAM

Once a Fund account has been opened, shareholders may add to their investment on
a regular basis in a minimum amount of $50. Under this program, funds may be
automatically withdrawn on a periodic schedule from the shareholder's checking
or savings account or an account in one of the RIMCO Monument Funds and invested
in Fund shares at the net asset value next determined after an order is received
plus the applicable sales charge. Shareholders may apply for participation in
this program through Riggs Bank or an authorized broker or dealer.

Due to the nature of the Cash Sweep Program, systematic investment privileges
are unavailable to participants in that program.

RETIREMENT PLANS

Shares of the Funds can be purchased as an investment for retirement plans or
for IRA accounts. For further details, contact Riggs Bank and consult a tax
adviser.

CERTIFICATES AND CONFIRMATIONS

As transfer agent for the Fund, Federated Shareholder Services Company maintains
a share account for each shareholder of record. Share certificates are not
issued unless requested by contacting Riggs Bank in writing.

With respect to the U.S. Treasury Money Market Fund and Prime Money Market Fund,
shareholders will receive monthly statements showing all account activity for
the statement period which will serve as the confirmation of all reported
account activity. With respect to the Bond Fund, Stock Fund, and Small
Capitalization Fund, detailed confirmations of each purchase or redemption are
sent to each shareholder. In addition, shareholders will receive monthly
statements showing all account activity for the statement period.

DIVIDENDS

With respect to the U.S. Treasury Money Market Fund, Prime Money Market Fund,
and Bond Fund, dividends are declared daily and paid monthly. Unless
shareholders request cash payments by so indicating on the account application
or by writing to one of these Funds, dividends are automatically reinvested in
additional shares of the respective Fund on payment dates at net asset value on
the ex-dividend date without a sales charge.

With respect to the Stock Fund and Small Capitalization Fund, dividends are
declared and paid quarterly. Unless cash payments are requested by shareholders
in writing to the appropriate Fund or by indication on the account application,
dividends are automatically reinvested in additional shares of the Fund on
payment dates at the ex-dividend date net asset value without a sales charge.

CAPITAL GAINS

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


EXCHANGES
- --------------------------------------------------------------------------------

A shareholder may generally exchange shares of one Fund for shares of any of the
other Funds in the Trust by calling the number on the front page of this
prospectus, or by writing to Riggs Bank. Shares purchased by check are eligible
for exchange after seven days.

Orders to exchange shares of one Fund for shares of any of the other Funds will
be executed by redeeming the shares owned and purchasing shares of any of the
other Funds at the net asset value determined after the exchange request is
received. Orders for exchanges received by a Fund prior to 4:00 p.m.
(Washington, D.C. time) on any day that Fund is open for business will be
executed as of the close of business that day. Orders for exchanges received
after 4:00 p.m. (Washington, D.C. time) on any business day will be executed at
the close of the next business day.

An authorization form permitting a Fund to accept telephone exchange requests
must first be completed. It is recommended that investors request this privilege
on the account application 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 Riggs Bank. Telephone
exchange instructions may be recorded. If reasonable procedures are not followed
by the Fund, it may be liable for losses due to unauthorized or fraudulent
telephone instructions.

Shares of Funds with a sales charge may be exchanged at net asset value for
shares of other Funds with an equal sales charge or no sales charge. Shares of
Funds with a sales charge may be exchanged for shares of Funds with a higher
sales charge at net asset value, plus the additional sales charge. Shares of
Funds with no sales charge, whether acquired by direct purchase, reinvestment of
dividends on such shares, or otherwise, may be exchanged for shares of Funds
with a sales charge at net asset value, plus the applicable sales charge. When
an exchange is made from a fund with a sales charge to a fund with no sales
charge, the shares exchanged and additional shares which have been purchased by
reinvesting dividends or capital gains on such shares retain the character of
the exchanged shares for purposes of exercising further exchange privileges.
An excessive number of exchanges may be disadvantageous to the Trust. Therefore,
the Trust, in addition to its right to reject any exchange, reserves the right
to modify or terminate the exchange privilege at any time. Shareholders would be
notified prior to any modification or termination.

An exchange order must comply with the requirements for a redemption and must
specify the dollar value or number of shares to be exchanged. Exchanges are
subject to the minimum initial investment requirement of the Fund being
acquired. An exchange constitutes a sale for federal income tax purposes.

The exchange privilege is only available in states where shares of the Fund
being acquired may legally be sold.

Due to the nature of the Cash Sweep Program, exchange privileges are unavailable
to participants in that program.


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

Each Fund redeems shares at their net asset value next determined after Riggs
Bank receives the redemption request.

Redemptions will be made on days on which both the New York Stock Exchange and
Federal Reserve Wire system are open for business. Telephone or written requests
for redemption must be received in proper form by Riggs Bank.

CASH SWEEP PROGRAM.  Clients of Riggs Bank who have executed a Cash Sweep
Service Agreement should refer to the Agreement for information about redeeming
Class B Shares of Prime Money Market Fund purchased through that program.

BY TELEPHONE.  A shareholder may redeem shares of a Fund by calling the number
on the front page of this prospectus. Shares will be redeemed at the net asset
value next determined after a Fund receives the redemption request from Riggs
Bank. Although Riggs Bank does not charge for telephone redemptions, it reserves
the right to charge a fee for the cost of wire-transferred redemptions of less
than $5,000, or in excess of one per month.

With respect to the U.S. Treasury Money Market Fund and Prime Money Market Fund,
redemption requests received before 11:00 a.m. (Washington, D.C. time) will be
wired the same day, but will not be entitled to that day's dividend. Riggs Bank
is responsible for promptly submitting redemption requests and providing proper
written redemption instructions to a Fund. If, at any time, a Fund should
determine it necessary to terminate or modify this method of redemption,
shareholders would be promptly notified. With respect to the Bond Fund, Stock
Fund, and Small Capitalization Fund, a redemption request must be received by
Riggs Bank before 4:00 p.m. (Washington D.C. time) in order for shares to be
redeemed at that day's net asset value.

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 Riggs Bank. Telephone redemption instructions may be recorded.
If reasonable procedures are not followed by the Fund, it may be liable for
losses due to unauthorized or fraudulent telephone instructions.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, such as by mail, should be considered.

BY MAIL.  Shareholders may redeem shares of a Fund by sending a written request
to Riggs Bank N.A., P.O. Box 96656, Washington, D.C. 20090-6656. The written
request should include the shareholder's name, the Fund name, the account
number, and the share or dollar amount requested, and should be signed by each
registered owner exactly as the shares are registered. 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 Riggs Bank.


Shareholders requesting 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, Midwest, or Pacific Stock Exchange;

     - a savings bank or savings association whose deposits are insured by 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 Trust and its transfer agent have adopted standards for accepting signature
guarantees from the above institutions. The Trust may elect in the future to
limit eligible signature guarantors to institutions that are members of a
signature guarantee program. The Trust and its transfer agent reserve the right
to amend these standards at any time without notice.

Normally, a check for the proceeds is mailed to the shareholder within one
business day, but in no event more than seven days, after receipt of a proper
redemption request by mail or by wire. Upon shareholder request, the proceeds
may be credited to an account at Riggs Bank.

SYSTEMATIC WITHDRAWAL PROGRAM

Shareholders who desire to receive payments of a predetermined amount may take
advantage of the Systematic Withdrawal Program. Once a Fund account has been
opened, shareholders may withdraw from their investment on a regular basis in a
minimum amount of $50. Under this program, Fund shares are redeemed to provide
for periodic withdrawal payments in an amount directed by the shareholder. In
addition, shareholders may make arrangements to have amounts systematically
withdrawn from their accounts in the Money Market Funds and automatically
invested in shares of one of the other RIMCO Monument Funds. Depending upon the
amount of the withdrawal payments, the amount of dividends paid and capital
gains distributions with respect to Fund shares, and the fluctuation of the net
asset value of Fund shares redeemed under this program, redemptions may reduce,
and eventually deplete, the shareholder's investment in the Fund. For this
reason, payments under this program should not be considered as yield or income
on the shareholder's investment in the Fund. To be eligible to participate in
this program, a shareholder must have an account value of at least $10,000. A
shareholder may apply for participation in this program through Riggs Bank or an
authorized broker or dealer. Due to the fact that shares of the Bond Fund, Stock
Fund, and Small Capitalization Fund are sold with a sales charge, it is not
advisable for shareholders of these Funds to be purchasing shares while
participating in this program.

Due to the nature of the Cash Sweep Program, systematic withdrawal privileges
are not available to participants in that program.


ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account and pay the proceeds to the shareholder if the
account balance falls below the required minimum value of $1,000 due to
shareholder redemptions. 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. The required minimum value may be waived
for employees or retirees of the Riggs National Corporation and/or its
subsidiaries, employees of any broker/dealer operating on the premises of Riggs
Bank, and their spouses and children under 21.

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 each Fund 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 June 3, 1996, Riggs Bank may for
certain purposes be deemed to control the Funds because it is owner of record of
certain shares of the Funds.

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.

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

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

Riggs Bank believes that it and its affiliates may perform those services for
the Trust contemplated by those agreements entered into between them and the
Trust without violating the laws or regulations referred to above. Changes in
either federal or state statutes and regulations relating to the permissible
activities of banks and their subsidiaries or affiliates, as well as further
judicial or administrative decisions or interpretations of present or future
statutes and regulations, could prevent these entities from continuing to
perform all or a part of the above services. If this happens, the Trustees would


consider alternative means of continuing available services. It is not expected
that shareholders would suffer any adverse financial consequences 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 requirements
currently imposed under applicable federal banking and securities laws, 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.

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

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

From time to time the Bond Fund, the Stock Fund, and the Small Capitalization
Fund may advertise total return and all of the Funds may advertise yield. The
U.S. Treasury Money Market Fund and Prime Money Market Fund may also advertise
effective 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 yields of the U.S. Treasury Money Market Fund and Prime Money Market Fund
represent the annualized rate of income earned on an investment in a Fund over a
seven-day period. It is the annualized dividends earned during the period on the
investment, shown as a percentage of the investment. The effective yield is
calculated similarly to the yield, but, when annualized, the income earned on an
investment in a Fund is assumed to be reinvested daily. The effective yield will
be slightly higher than the yield because of the compounding effect of this
assumed reinvestment.

With respect to the Prime Money Market Fund, yield and effective yield will be
calculated separately for the Class A Shares and Class B Shares. Expense
differences between Class A and Class B Shares may affect the performance of
each class.


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

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


ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                <C>                                           <C>
RIMCO Monument U.S. Treasury Money Market Fund
RIMCO Monument Prime Money Market Fund
  Class A Shares
  Class B Shares
RIMCO Monument Bond Fund
RIMCO Monument Stock Fund
RIMCO Monument Small Capitalization Equity Fund                  Federated Investors Tower
                                                                 Pittsburgh, Pennsylvania 15222-3779
- ----------------------------------------------------------------------------------------------------
Distributor
                   Federated Securities Corp.                    Federated Investors Tower
                                                                 Pittsburgh, Pennsylvania 15222-3779
- ----------------------------------------------------------------------------------------------------
Investment Adviser
                   Riggs Investment Management Corp.             808 17th Street N.W.
                                                                 Washington, D.C. 20006-3950
- ----------------------------------------------------------------------------------------------------
Custodian
                   Riggs Bank N.A.
                   RIMCO Monument Funds                          1120 Vermont Avenue N.W.
                                                                 Washington, D.C. 20005-3598
- ----------------------------------------------------------------------------------------------------
Transfer Agent, Dividend Disbursing Agent,
and Portfolio Accounting Services
                   Federated Shareholder Services Company        Federated Investors Tower
                                                                 Pittsburgh, Pennsylvania 15222-3779
- ----------------------------------------------------------------------------------------------------
Independent Auditors
                   Ernst & Young LLP                             One Oxford Centre
                                                                 Pittsburgh, Pennsylvania 15219
- ----------------------------------------------------------------------------------------------------
</TABLE>



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

- --------------------------------------------------------------------------------
                                      RIMCO MONUMENT FUNDS
                                      COMBINED PROSPECTUS

                                      An Open-End Management
                                      Investment Company
   
                                      June 30, 1996
                                      (Revised November 4, 1996)
LOGO
FEDERATED INVESTORS

Federated Investors Tower
Pittsburgh, PA 15222-3779

Federated Securities Corp. is the distributor of the fund
and is a subsidiary of Federated Investors

Cusip 766730303
Cusip 766730105
Cusip 766730402
Cusip 766730204
Cusip 766730501
Cusip 766730600
1061803A (11/96)
    



RIMCO MONUMENT FUNDS
- --------------------------------------------------------------------------------
SUPPLEMENT TO THE COMBINED PROSPECTUS DATED JUNE 30, 1996

A. Please delete the "Expenses of the Funds--Bond Fund and Stock Fund" table on
   page 4 and replace it with the following:

                        SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<CAPTION>
                                                                                BOND FUND    STOCK FUND
                                                                                ---------    ----------
<S>                                                                             <C>          <C>
Maximum Sales Charge Imposed on Purchases (as a percentage of offering
  price).....................................................................     4.75%        5.75%
Maximum Sales Charge Imposed on Reinvested Dividends
  (as a percentage of offering price)........................................      None         None
Contingent Deferred Sales Charge (as a percentage of original purchase price
  or redemption proceeds, as applicable).....................................      None         None
Redemption Fees (as a percentage of amount redeemed, if applicable)..........      None         None
Exchange Fee.................................................................      None         None
</TABLE>


                         ANNUAL FUND OPERATING EXPENSES
                    (As a percentage of average net assets)
<TABLE>
<CAPTION>
                                                                                BOND FUND    STOCK FUND
                                                                                ---------    ----------
<S>                                                                             <C>          <C>
Management Fee (after waiver) (1)............................................     0.35%         0.63%
12b-1 Fee....................................................................   None...          None
Total Other Expenses.........................................................     0.60%         0.33%
    Total Annual Fund Operating Expenses (2).................................     0.95%         0.96%
</TABLE>


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

(2) The Annual Fund Operating Expenses for the fiscal year ended April 30, 1996
were 0.80% for the Bond Fund, and 0.96% for the Stock Fund. Absent the voluntary
waiver of the management fee, as described in footnote number one above, the
Annual Fund Operating Expenses would have been 1.20% for the Bond Fund, and
1.08% for the Stock Fund. The Annual Fund Operating Expenses for the Bond Fund,
in the table above, are based on expenses expected to be incurred during the
fiscal year ending April 30, 1997. During the course of this period expenses may
be more or less than the average amount shown above.

    The purpose of this table is to assist the investor in understanding the
various costs and expenses that a shareholder in the Funds will bear, either
directly or indirectly. For more complete descriptions of the various costs and
expenses, see "RIMCO Monument Funds Information." Wire-transferred redemptions
of less than $5,000 or in excess of one per month may be subject to additional
fees.
<TABLE>
<CAPTION>
                                   EXAMPLE                                      BOND FUND    STOCK FUND
- -----------------------------------------------------------------------------   ---------    ----------
<S>                                                                             <C>          <C>
You would pay the following expenses on a $1,000 investment assuming (1) 5%
annual return; (2) redemption at the end of each time period; and (3) payment
of the maximum sales charge. As noted in the table above, the Funds charge no
contingent deferred sales charge.
   1 Year....................................................................     $  57         $ 67
   3 Years...................................................................     $  76         $ 86
   5 Years...................................................................     $  98         $108
  10 Years...................................................................     $ 159         $169
</TABLE>


    THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

B. Please delete the first bullet point under the heading "Acceptable
   Investments" on page 15 and replace it with the following:

"- domestic issues of corporate debt obligations and U.S. dollar denominated
   debt obligations of foreign corporations and governments rated Baa or better
   by Moody's, BBB or better by S&P or BBB or better by Fitch;"

C. Please delete the first two sentences of the second paragraph under the
   heading "Acceptable Investments" on page 15 and replace them with the
   following:

"The Fund will only purchase corporate debt obligations that at the time of
purchase are rated investment grade or better. An investment grade security can
range from the highest rating (AAA) to medium quality (BBB). Securities in the
BBB category may be more susceptible to adverse economic conditions or changing
circumstances and the securities at the lower end of the BBB category may have
certain speculative characteristics. The Fund intends to limit its investment in
bonds rated in the lowest investment grade category to 10% of its total assets."

D. Please delete the last sentence under the heading "Put and Call Options" on
   page 23 and add the following as the last sentence of the first paragraph
   under that heading:

"The Funds may also purchase call options which give the Funds the ability to
purchase portfolio securities in the future at a price specified in the call
option."

E. Please add the following as the third paragraph under the heading "Futures
   and Options on Futures" which begins on page 23:

"The Bond Fund, Stock Fund and Small Capitalization Fund may purchase call
options on futures contracts as hedges against rising purchase prices of
portfolio securities. These Funds will use these transactions to attempt to
protect their ability to purchase portfolio securities in the future at price
levels existing at the time they enter into the transactions. As a purchaser of
a call option on a futures contract, these Funds are entitled (but not
obligated) to purchase a futures contract at a fixed price at any time during
the life of the option."

F. Please delete the third, fourth and fifth paragraphs under the heading
   "Adviser's Background" on page 26 and replace them with the following:

"Brian T. Shevlin is a Director of RIMCO and is responsible for fixed income
strategy and management. Mr. Shevlin has fifteen years of diverse investment
experience which includes institutional portfolio management positions with NCNB
Texas Asset Management in Dallas, TX, Dewey Square Investors in Boston, MA and
HT Investors, a subsidiary of Dewey Square. Prior to joining RIMCO, he served as
Managing Director of 21st Century Investment Advisors. He also brings additional
asset/liability management experience from positions with the Student Loan
Marketing Association and Hospital Trust National Bank. Mr. Shevlin earned a
B.S. degree in Finance from Providence College, Providence, RI. He assumed
portfolio management responsibility of the RIMCO Bond Fund in September, 1996."

G. Please add the following as the last sentence under the heading "Minimum
   Investment Required" on page 30:

"The minimum investment may also be waived for investors participating in a
payroll deduction program."

H. Please delete the "Purchases at Net Asset Value" section on page 33 and
   replace it with the following:

"PURCHASES AT NET ASSET VALUE.  Shares of the Bond Fund, Stock Fund, and Small
Capitalization Fund may be purchased at net asset value, without a sales charge:
by or through the Trust Division or the Private Banking Division of Riggs Bank;
by directors, employees, and retired employees of the Funds, Riggs National
Corporation and/or its subsidiaries, or Federated Securities Corp., or their
affiliates, and their spouses and children under the age of 21; by, in each case
for their own account, any bank or any investment dealer that has a sales
agreement with Federated Securities Corp. with regard to the Bond Fund, Stock
Fund, and Small Capitalization Fund; by anyone purchasing Shares with funds of a
qualified plan currently held in custody by Riggs Bank; or by a registered
investment adviser that has entered into a written agreement with RIMCO, or is
purchasing through an entity that has a written agreement with RIMCO, and, in
each case, is purchasing on behalf of its clients. In addition, no sales charge
will be imposed on shares purchased through a wrap account or no transaction fee
program if the sponsor of the wrap account or no transaction fee program has
entered into a written agreement with RIMCO."

                                                                November 1, 1996

LOGO
FEDERATED INVESTORS

Federated Investors Tower
Pittsburgh, PA 15222-3779

Federated Securities Corp. is the distributor of the funds
and is a subsidiary of Federated Investors.

       Cusip 76630303
       Cusip 76630105
       Cusip 76630402
       Cusip 76630204
       Cusip 76630501
       Cusip 76630600
       G01269-02 (11/96)



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