RIMCO MONUMENT FUNDS, 485BPOS, 1997-06-26

RIMCO MONUMENT FUNDS
485BPOS, 1997-06-26

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1933 Act File No. 33-40428
1940 Act File No. 811-6309

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
--

Pre-Effective Amendment No. ................ _
-------- --

Post-Effective Amendment No. 10 ................... X
---- --

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X

Amendment No. 10 ............................... X
---- --

RIMCO MONUMENT FUNDS

(Exact Name of Registrant as Specified in Charter)

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

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

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

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b)
X on June 30, 1997 pursuant to paragraph (b)
__ 60 days after filing pursuant to paragraph (a) (i)
- ---
on pursuant to paragraph (a) (i)
- --- ---------------
75 days after filing pursuant to paragraph (a)(ii)
- ---
on _________________ pursuant to paragraph (a)(ii) of Rule 485
- ---

If appropriate, check the following box:

This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

<PAGE>

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

X filed the Notice required by that Rule on June 16, 1997; or intends to
file the Notice required by that Rule on or about ____________; or during the
most recent fiscal year did not sell any securities pursuant to Rule 24f-2 under
the Investment Company Act of 1940, and, pursuant to Rule 24f-2(b)(2), need not
file the Notice.

Copies To:

Matthew G. Maloney, Esquire
Dickstein Shapiro Morin & Oshinsky LLP
2101 L Street, N.W.
Washington, D.C. 20037

<PAGE>

CROSS-REFERENCE SHEET

This amendment to the Registration Statement of RIMCO MONUMENT FUNDS, which
is comprised of five portfolios known as (1a) RIMCO Monument Prime Money Market
Fund - Class A Shares, 1(b) RIMCO Monument Prime Money Market Fund - Class B
Shares, (2) RIMCO Monument U.S. Treasury Money Market Fund, (3) RIMCO Monument
Bond Fund, (4) RIMCO Monument Stock Fund, and (5) RIMCO Monument Small
Capitalization Equity Fund, is comprised of the following:

PART A. INFORMATION REQUIRED IN A PROSPECTUS.

Prospectus Heading
(Rule 404(c) Cross Reference)

Item 1. Cover Page............................ (1-5) Cover Page.
Item 2. Synopsis.............................. (1-5) Synopsis; (1-5) Expenses
of the Funds.
Item 3. Condensed Financial Information....... (1-5) Financial Highlights;
(1-5) Performance Information.
Item 4. General Description of Registrant..... (1-5) Objective of Each Fund;
---------------------------------
(1) Prime Money Market Fund;
(2) U.S. Treasury Money
Market Fund; (3) Bond Fund;
(4) Stock Fund; (5) Small
Capitalization Fund; (1-5)
Portfolio Investments and
Strategies.

Item 5. Management of the Fund................ (1-5) RIMCO Monument Funds
----------------------
Information; (1-5) Management of
RIMCO Monument Funds; (1-5)
Distribution of Shares of the
Funds; (1b) Distribution
Plan; (1-5) Administration of the
Funds.

Item 6. Capital Stock and Other Securities.... (1-5) Dividends; (1-5) Capital
----------------------------------
Gains; (1-5) Shareholder
Information; (1-5) Voting Rights; (1-5)
Effect of Banking Laws; (1-5) Tax
Information; (1-5) Federal Income Tax.

Item 7. Purchase of Securities Being
Offered............................. (1-5) Net Asset Value; (1-5)
Investing in the Funds; (1-5) Share
Purchases; (1-5) Through Authorized
Broker Dealers, (1b) Through the
Asset Management Program; (1-5)
Through Riggs Bank; (1-5) By Mail;
(1-5) By Wire; (1-5) Minimum
Investment Required; (1-5) What
Shares Cost; (3-5) Purchases at Net
Asset Value; (3-5) Purchases with
Proceeds from Redemptions of
Unaffiliated Mutual Fund Shares;
(3-5) Dealer Concession; (1-5)
Other Payments to Financial
Institutions; (3-5) Sales Charge
Reductions; (3-5) Sales Charge
Waivers; (3-5) Reducing the
Sales Charge; (3-5) Quantity
Discounts and Accumulated
Purchases; (3-5) Letter of Intent;
(1-5) Reinvestment Privilege;
(3-5) Concurrent Purchases; (1-5)
Certificates and Confirmations;
(1-5) Systematic Investment Program;
(1a,2-5) Retirement Plans; (1a,2-5)
Exchanges; (1a,2-5) Systematic
Exchange Program.
Item 8. Redemption or Repurchase.............. (1-5) Redeeming Shares; (1b)
Asset Management Program; (1-5) By
Telephone; (1-5) By Mail; (1a,2)
Checkwriting; (1a,2-5) Systematic
Withdrawal Program; (1-5) Accounts
with Low Balances.
Item 9. Pending Legal Proceedings............. (1-5) None.

<PAGE>

PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.

Item 10. Cover Page............................ (1-5) Cover Page.
----------
Item 11. Table of Contents..................... (1-5) Table of Contents.
-----------------
Item 12. General Information and History....... (1-5) General Information About
-------------------------------
the Trust.
Item 13. Investment Objectives and Policies.... (1-5) Investment Objective and
Policies of the Funds.
Item 14. Management of the Fund................ (1-5) RIMCO Monument Funds
Management; (1-5) Trustees
Compensation.
Item 15. Control Persons and Principal
Holders of Securities............... (1-5) Fund Ownership.
Item 16. Investment Advisory and Other
Services............................ (1-5) Investment Advisory
Services; (1-5) Administrative
Services; (1b) Distribution Plan.
(1-5) Custodian.
Item 17. Brokerage Allocation.................. (1-5) Brokerage Transactions.
Item 18. Capital Stock and Other Securities.... (1-5) Not applicable.
Item 19. Purchase, Redemption and Pricing
of Securities Being Offered......... (1-5) Purchasing Shares; (1-5)
Determining Net Asset Value;
(1-5) Redeeming Shares.
Item 20. Tax Status............................ (1-5) Tax Status.
Item 21. Underwriters.......................... (1-5) Not applicable.
Item 22. Calculation of Performance Data....... (3,4,5) Total Return; (1-5)
Yield; (1,2) Effective Yield; (1-5)
Performance Comparisons.
Item 23. Financial Statements.................. (1-5) Incorporated into Part B
by reference to Registrant's
Annual Report dated April 30, 1997.

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

- --------------------------------------------------------------------------------
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, 1997, which has also been
filed with the Securities and Exchange Commission. The information contained in
the combined Statement of Additional Information is incorporated by reference
into this prospectus. You may request a copy of the 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 NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE. Prospectus dated June 30, 1997

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

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

Management of RIMCO Monument Funds 25
Distribution of Shares of the Funds 26
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
- ------------------------------------------------------

Systematic Exchange Program 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
an Asset Management Program offered by Riggs Bank, and are subject to a Rule
12b-1 distribution fee, which is currently waived to an annual rate of 0.25% of
the average daily net asset value of the Fund's Class B Shares. See
"Distribution of Shares of the Funds." 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)................ 0.38% 0.33% 0.33%
12b-1 Fee(2).................................... None None 0.25%
Total Other Expenses............................ 0.19% 0.18% 0.18%
Total Annual Fund Operating Expenses(3)..... 0.57% 0.51% 0.76%
</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 12b-1 Fee for the Class B Shares of the Prime Money Market Fund has been
reduced to reflect the voluntary waiver by the distributor. The distributor can
terminate this voluntary waiver at any time at its sole discretion. The maximum
12b-1 Fee for the Class B Shares of the Prime Money Market Fund is 0.50%.

(3) The Annual Fund Operating Expenses for Class B Shares of the Prime Money
Market Fund in the table above are based on expenses estimated for the fiscal
year ending April 30, 1998. The Annual Fund Operating Expenses for the fiscal
year ended April 30, 1997 were 1.01% for the Class B Shares of Prime Money
Market Fund. Absent the voluntary waiver of the management fees as described in
footnote (1) above, the Annual Fund Operating Expenses would have been: 0.70%
for the U.S. Treasury Money Market Fund, 0.68% for Class A Shares of the Prime
Money Market Fund, and 1.18% for the 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 MAY PAY MORE THAN THE ECONOMIC EQUIVALENT OF THE
MAXIMUM FRONT-END SALES CHARGES PERMITTED UNDER THE RULES OF THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS, INC.

<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 $ 8
3 Years...................................... $18 $ 16 $ 24
5 Years...................................... $32 $ 29 $ 42
10 Years...................................... $71 $ 64 $ 94
</TABLE>

The above example for Class B Shares of the Prime Money Market Fund are
estimated based upon expected expenses for the fiscal year ending April 30,
1998.

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................................................... 0.52% 0.28%
Total Fund Operating Expenses(2)................................... 0.87% 0.91%
</TABLE>

(2) The Annual Fund Operating Expenses would have been 1.27% for the Bond Fund,
and 1.03% for the Stock Fund, absent the voluntary waiver of the management fee,
as described in footnote (1) 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," "What Shares Cost," and "Sales
Charge Reductions." 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.............................................................. $ 56 $ 66
3 Years............................................................. $ 74 $ 85
5 Years............................................................. $ 93 $105
10 Years............................................................. $ 150 $163
</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).................................................... 0.34%
12b-1 Fee........................................................................... None
Total Other Expenses................................................................ 0.66%
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 would have been 1.46%, absent the
voluntary waiver of the management fee, as described in footnote (1) above.

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," "What Shares Cost," and "Sales
Charge Reductions." 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 18, 1997, on the Trust's financial
statements for the year ended April 30, 1997, 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,
-------------------------------------------------------
1997 1996 1995 1994 1993 1992(A)
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
- -----------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------------
Net investment income 0.05 0.05 0.04 0.03 0.03 0.02
- ----------------------------------------- ----- ----- ----- ----- ----- -----
LESS DISTRIBUTIONS
- -----------------------------------------
Distributions from net investment
income (0.05) (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 $1.00
- ----------------------------------------- ----- ----- ----- ----- ----- -----
TOTAL RETURN (B) 4.83% 5.28% 4.39% 2.64% 2.92% 2.37%
- -----------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------------
Expenses 0.57% 0.60% 0.60% 0.56% 0.52% 0.41%*
- -----------------------------------------
Net investment income 4.74% 5.17% 4.33% 2.61% 2.86% 4.08%*
- -----------------------------------------
Expense waiver/reimbursement (c) 0.13% 0.18% 0.20% 0.16% 0.29% 0.42%*
- -----------------------------------------
SUPPLEMENTAL DATA
- -----------------------------------------
Net assets, end of period (000 omitted) $141,011 $107,104 $81,089 $106,948 $86,875 $51,039
- -----------------------------------------
</TABLE>

* Computed on an annualized basis.

(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.

Further information about the Fund's performance is contained in the Fund's
annual report for the fiscal year ended April 30, 1997, 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)

<TABLE>
<CAPTION>
YEAR ENDED APRIL 30,
--------------------------------------------------------
1997 1996 1995 1994 1993 1992(A)
----- ----- ------ ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
- --------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------
Net investment income 0.05 0.05 0.047 0.03 0.04 0.03
- --------------------------------------------------
Net realized loss on investments -- -- (0.003) -- -- --
- -------------------------------------------------- ----- ----- ------ ----- ----- -----
Total from investment operations 0.05 0.05 0.044 0.03 0.04 0.03
- --------------------------------------------------
LESS DISTRIBUTIONS
- --------------------------------------------------
Distributions from net investment income (0.05) (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 $1.00
- -------------------------------------------------- ----- ----- ------ ----- ----- -----
TOTAL RETURN (B) 5.09% 5.50% 4.84%(c) 3.08% 3.55% 2.90%
- --------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------
Expenses 0.51% 0.51% 0.44% 0.43% 0.41% 0.27%*
- --------------------------------------------------
Net investment income 5.00% 5.26% 4.72% 3.02% 3.46% 4.56%*
- --------------------------------------------------
Expense waiver/reimbursement (d) 0.17% 0.19% 0.24% 0.28% 0.31% 0.47%*
- --------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------
Net assets, end of period (000 omitted) $372,037 $367,742 $284,059 $334,765 $277,267 $111,329
- --------------------------------------------------
</TABLE>

* Computed on an annualized basis.

(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.

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

Further information about the Fund's performance is contained in the Fund's
annual report for the fiscal year ended April 30, 1997, 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)

<TABLE>
<CAPTION>
YEAR ENDED
APRIL 30,
---------------
1997 1996(A)
----- -----
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $1.00 $1.00
- ---------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------------------------------------------------
Net investment income 0.05 0.02
- --------------------------------------------------------------------------- ----- -----
LESS DISTRIBUTIONS
- ---------------------------------------------------------------------------
Distributions from net investment income (0.05) (0.02)
- --------------------------------------------------------------------------- ----- -----
NET ASSET VALUE, END OF PERIOD $1.00 $1.00
- --------------------------------------------------------------------------- ----- -----
TOTAL RETURN (B) 4.57% 0.74%
- ---------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ---------------------------------------------------------------------------
Expenses 1.01% 1.07%*
- ---------------------------------------------------------------------------
Net investment income 4.58% 4.58%*
- ---------------------------------------------------------------------------
Expense waiver/reimbursement (c) 0.17% 0.19%*
- ---------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------
Net assets, end of period (000 omitted) $26,263 $10
- ---------------------------------------------------------------------------
</TABLE>

* Computed on an annualized basis.

(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.

Further information about the Fund's performance is contained in the Fund's
annual report for the fiscal year ended April 30, 1997, which can be obtained
free of charge.

RIMCO MONUMENT BOND FUND

FINANCIAL HIGHLIGHTS

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

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
YEAR ENDED APRIL 30,
-----------------------------------------------
1997 1996 1995 1994 1993(A)
----- ----- ----- ------ ------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $9.47 $9.35 $9.46 $10.40 $10.00
- -----------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------------------
Net investment income 0.60 0.59 0.56 0.53 0.60
- -----------------------------------------------
Net realized and unrealized gain (loss) on
investments (0.07) 0.12 (0.11) (0.38) 0.66
- ----------------------------------------------- ----- ----- ----- ------ ------
Total from investment operations 0.53 0.71 0.45 0.15 1.26
- -----------------------------------------------
LESS DISTRIBUTIONS
- -----------------------------------------------
Distributions from net investment income (0.59) (0.59) (0.56) (0.53) (0.60)
- -----------------------------------------------
Distributions from net realized gains -- -- -- (0.56) (0.26)
- ----------------------------------------------- ----- ----- ----- ------ ------
Total distributions (0.59) (0.59) (0.56) (1.09) (0.86)
- ----------------------------------------------- ----- ----- ----- ------ ------
NET ASSET VALUE, END OF PERIOD $9.41 $9.47 $9.35 $ 9.46 $10.40
- ----------------------------------------------- ----- ----- ----- ------ ------
TOTAL RETURN (B) 5.79% 7.60% 5.01% 1.10% 12.93%
- -----------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------------------
Expenses 0.87% 0.80% 0.80% 0.68% 0.50%*
- -----------------------------------------------
Net investment income 6.36% 6.04% 6.06% 5.15% 5.95%*
- -----------------------------------------------
Expense waiver/reimbursement (c) 0.40% 0.40% 0.40% 0.48% 0.65%*
- -----------------------------------------------
SUPPLEMENTAL DATA
- -----------------------------------------------
Net assets, end of period (000 omitted) $31,829 $50,919 $46,820 $47,552 $44,668
- -----------------------------------------------
Portfolio turnover 171% 128% 262% 344% 371%
- -----------------------------------------------
</TABLE>

* Computed on an annualized basis.

(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.

Further information about the Fund's performance is contained in the Fund's
annual report for the fiscal year ended April 30, 1997, which can be obtained
free of charge.

RIMCO MONUMENT STOCK FUND

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

<TABLE>
<CAPTION>
YEAR ENDED APRIL 30,
--------------------------------------------------
1997 1996 1995 1994 1993(A)
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $15.84 $12.69 $11.89 $10.46 $10.00
- ------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------
Net investment income 0.20 0.18 0.20 0.16 0.21
- ------------------------------------------------------
Net realized and unrealized gain on investments 2.28 4.00 1.39 1.44 0.46
- ------------------------------------------------------ ------ ------ ------ ------ ------
Total from investment operations 2.48 4.18 1.59 1.60 0.67
- ------------------------------------------------------ ------ ------ ------ ------ ------
LESS DISTRIBUTIONS
- ------------------------------------------------------
Distributions from net investment income (0.20) (0.18) (0.19) (0.16) (0.21)
- ------------------------------------------------------
Distributions from net realized gains (2.71) (0.85) (0.60) (0.01) --
- ------------------------------------------------------ ------ ------ ------ ------ ------
Total distributions (2.91) (1.03) (0.79) (0.17) (0.21)
- ------------------------------------------------------ ------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $15.41 $15.84 $12.69 $11.89 $10.46
- ------------------------------------------------------ ------ ------ ------ ------ ------
TOTAL RETURN (B) 16.34% 33.73% 14.16% 15.28% 6.35%
- ------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------
Expenses 0.91% 0.96% 0.98% 1.00% 0.69%*
- ------------------------------------------------------
Net investment income 1.26% 1.26% 1.66% 1.36% 2.18%*
- ------------------------------------------------------
Expense waiver/reimbursement (c) 0.12% 0.12% 0.14% 0.20% 0.47%*
- ------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------
Net assets, end of period (000 omitted) $89,142 $84,797 $66,019 $58,597 $37,539
- ------------------------------------------------------
Average commission rate paid (d) $0.0619 $0.0687 -- -- --
- ------------------------------------------------------
Portfolio turnover 75% 81% 46% 89% 92%
- ------------------------------------------------------
</TABLE>

* Computed on an annualized basis.

(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.

(d) Represents total commissions paid on portfolio securities divided by total
portfolio shares purchased or sold on which commissions were charged. This
disclosure is required for fiscal years beginning on or after September 1,
1995.

Further information about the Fund's performance is contained in the Fund's
annual report for the fiscal year ended April 30, 1997, which can be obtained
free of charge.

RIMCO MONUMENT SMALL CAPITALIZATION EQUITY FUND

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

<TABLE>
<CAPTION>
YEAR ENDED APRIL 30,
----------------------------
1997 1996 1995(A)
------ ------ ------
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $14.10 $10.43 $10.00
- -------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------------------------------------
Net investment income (operating loss) (0.01) (0.02) 0.02
- -------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments (0.47) 4.05 0.41
- ------------------------------------------------------------------------- ------ ------ ------
Total from investment operations (0.48) 4.03 0.43
- -------------------------------------------------------------------------
LESS DISTRIBUTIONS
- -------------------------------------------------------------------------
Distributions from net investment income -- (0.01) --
- -------------------------------------------------------------------------
Distributions from net realized gain on investments (0.82) (0.35) --
- ------------------------------------------------------------------------- ------ ------ ------
Total distributions (0.82) (0.36) --
- ------------------------------------------------------------------------- ------ ------ ------
NET ASSET VALUE, END OF PERIOD $12.80 $14.10 $10.43
- ------------------------------------------------------------------------- ------ ------ ------
TOTAL RETURN (B) (3.76%) 39.43% 4.30%
- -------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------------------------------------
Expenses 1.00% 1.14% 1.66%*
- -------------------------------------------------------------------------
Net investment income (0.07%) (0.13%) 0.98%*
- -------------------------------------------------------------------------
Expense waiver/reimbursement (c) 0.46% 0.80% 1.54%*
- -------------------------------------------------------------------------
SUPPLEMENTAL DATA
- -------------------------------------------------------------------------
Net assets, end of period (000 omitted) $27,777 $19,289 $7,609
- -------------------------------------------------------------------------
Average commission rate paid (d) $0.0691 $0.0650 --
- -------------------------------------------------------------------------
Portfolio turnover 93% 70% 8%
- -------------------------------------------------------------------------
</TABLE>

* Computed on an annualized basis.

(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.

Further information about the Fund's performance is contained in the Fund's
annual report for the fiscal year ended April 30, 1997, 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," and "Restricted and Illiquid
Securities."

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," and "Restricted and Illiquid
Securities."

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," and "Restricted and Illiquid
Securities."

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

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," and "Restricted and Illiquid
Securities."

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.

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.

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 short-term 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 unless
permitted to do so by order of the Securities and Exchange Commission. 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 advisory fees, custodian fees and
administrative fees, may be duplicated. 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.

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 in November, 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 may pay to the distributor an amount
computed at an annual rate of .50% 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 an Asset Management
Program for automatic investment. Riggs Bank provides administrative services in
connection with the Asset Management 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. The distributor currently intends to limit its compensation to
.25% of average daily net assets.

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.

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% on the first $250 million
.125% on the next $250 million
.100% on the next $250 million
.075% on assets in excess of $750 million
</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, Martin Luther King 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 ASSET MANAGEMENT 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 Asset Management Program should refer to the Asset
Management 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 Asset Management Program. This prospectus should,
therefore, be read together with the Asset Management 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 Asset Management 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.

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 Asset Management 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.

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

SYSTEMATIC EXCHANGE PROGRAM

Shareholders who desire to automatically exchange shares of a predetermined
amount on a monthly, quarterly or annual basis may take advantage of a
systematic exchange privilege. The minimum amount that may be exchanged is $50.
This privilege is not available to shareholders of Class B Shares

of Prime Money Market Fund. Shareholders interested in participating in this
program should contact RIMCO Shareholder Services for more information.

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.

ASSET MANAGEMENT PROGRAM. Clients of Riggs Bank who have executed an Asset
Management 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.

CHECKWRITING. Shareholders of U.S. Treasury Money Market Fund and Class A
Shareholders of Prime Money Market Fund with a minimum balance of $5,000 can
redeem shares by writing a check in the amount of at least $100. Shareholders
must complete the checkwriting section of the account application or complete a
subsequent checkwriting application form which can be obtained from Riggs Bank.
The Fund will then provide checks. Checks cannot be used to close a
shareholder's account. Checkwriting is not permitted with respect to shares held
in IRA accounts. For further information, contact RIMCO Shareholder Services.

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 Asset Management 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 4, 1997, Riggs Bank may for
certain purposes be deemed to control the Funds because it is owner of record of
certain shares of the Funds. As of the same date, the Bank of New York may for
certain purposes also be deemed to control U.S. Treasury Money Market Fund
because it is owner of record of certain shares of the Fund.

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.

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
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</TABLE>

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

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

An Open-End Management
Investment Company

June 30, 1997

Federated Securities Corp., Distributor

Cusip 766730303

Cusip 766730105
Cusip 766730402
Cusip 766730204
Cusip 766730501
Cusip 766730600

1061803A (6/97)

RIMCO Monument Funds
Consists Of Five Portfolios:
o RIMCO Monument U.S. Treasury Money Market Fund
o RIMCO Monument Prime Money Market Fund
Class A Shares
Class B Shares
o RIMCO Monument Bond Fund
o RIMCO Monument Stock Fund and
o RIMCO Monument Small Capitalization Equity Fund.

Statement Of Additional Information

This Statement of Additional Information should be read with the
combined prospectus of RIMCO Monument Funds (the "Trust"), dated June 30, 1997.
This Statement is not a prospectus. You may request a copy of a prospectus or a
paper copy of this Statement, if you have received it electronically, free of
charge by calling the Trust.

Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779

Statement dated June 30, 1997

[GRAPHIC OMITTED]

Cusip 766730 30 3
Cusip 766730 10 5
Cusip 766730 40 2
Cusip 766730 20 4
Cusip 766730 50 1
Cusip 766730 60 0

1061803B (6/97)

<PAGE>

iii
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Table of Contents
- --------------------------------------------------------------------------------

<PAGE>

General Information About the Trust 1

Investment Objective and Policies of the Funds 1
Repurchase Agreements 1
Reverse Repurchase Agreements 1
Credit Enhancement 1
When-Issued and Delayed Delivery Transactions 1
Restricted and Illiquid Securities 2
Lending of Portfolio Securities 2
U.S. Government Securities 2
Bank Instruments 2
Money Market Instruments Ratings 3
Funding Agreements 3
Futures and Options Transactions 3
Futures Contracts 3
Put Options on Futures Contracts 4
Call Options on Futures Contracts 4
"Margin" in Futures Transactions 5
Collateralized Mortgage Obligations (CMOs) 5
Real Estate Investment Trusts 5
Convertible Securities 6
Warrants 6
Portfolio Turnover 6
Investment Limitations 6
Regulatory Compliance 9

RIMCO Monument Funds Management 9
Fund Ownership 13
Trustees Compensation 14
Trustee Liability 14
Massachusetts Partnership Law 14

Investment Advisory Services 15
Adviser to the Trust 15
Advisory Fees 15

Administrative Services 15
Custodian 16
Transfer Agent, Dividend Disbursing Agent

and Portfolio Accounting Services 16
Independent Auditors 16

Brokerage Transactions 16

Purchasing Shares 16

Distribution Plan (Class B Shares of

Prime Money Market Fund Only) 17
Conversion to Federal Funds 17

Determining Net Asset Value 17
Determining Market Value of Securities 17
Use of the Amortized Cost Method 18

Redeeming Shares 18
Redemption in Kind 19

Tax Status 19
The Funds' Tax Status 19
Shareholders' Tax Status 19
Capital Gains 19

Total Return 19

Yield 20

Effective Yield 20

Performance Comparisons 20
Economic and Market Information 21
U.S. Treasury Money Market Fund 21
Prime Money Market Fund 21
Bond Fund 21
Stock Fund 22
Small Capitalization Fund 22

Financial Statements 23

Appendix 24

<PAGE>

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General Information About the Trust
- -------------------------------------------------------------------------------

The Trust was established as a Massachusetts business trust under a
Declaration of Trust dated April 1, 1991. As of the date of this Statement, the
Trust consists of five separate portfolios of securities (the "Funds") which are
as follows: RIMCO Monument U.S. Treasury Money Market Fund ("U.S. Treasury Money
Market Fund"), RIMCO Monument Prime Money Market Fund ("Prime Money Market
Fund"), RIMCO Monument Bond Fund ("Bond Fund"), RIMCO Monument Stock Fund
("Stock Fund") and RIMCO Monument Small Capitalization Equity Fund ("Small
Capitalization Fund").

Shares of Prime Money Market Fund are currently offered in two classes:
Class A Shares and Class B Shares. Prior to August 23, 1995, this Fund offered a
single class of shares, which are currently designated as Class A Shares.

Investment Objective and Policies of the Funds
- -------------------------------------------------------------------------------

The Prospectus discusses the objective of each Fund and the policies it
employs to achieve those objectives. The following discussion supplements the
description of the Funds' investment policies in the Prospectus.

The Funds' respective investment objectives cannot be changed without
approval of shareholders. The investment policies described below may be changed
by the Board of Trustees (the "Trustees") without shareholder approval.
Shareholders will be notified before any material change in these policies
becomes effective.

Repurchase Agreements

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

Reverse Repurchase Agreements

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

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

Credit Enhancement

The Prime Money Market Fund typically evaluates the credit quality and
ratings of credit-enhanced securities based upon the financial condition and
ratings of the party providing the credit enhancement (the "credit enhancer"),
rather than the issuer. However, credit-enhanced securities will not be treated
as having been issued by the credit enhancer for diversification purposes,
unless the Fund has invested more than 10% of its assets in securities issued,
guaranteed or otherwise credit enhanced by the credit enhancer, in which case
the securities will be treated as having been issued by both the issuer and the
credit enhancer. The Fund may have more than 25% of its total assets invested in
securities credit enhanced by banks.

When-Issued and Delayed Delivery Transactions

The Funds may engage in when-issued and delayed delivery transactions.
These transactions are made to secure what is considered to be an advantageous
price or yield for a Fund. However, liquid assets of a Fund sufficient to make
payment for the securities to be purchased are segregated on the Fund's records
at the trade date. These assets are marked to market daily and are maintained
until the transaction has been settled. As a matter of policy, the Funds do not
intend to engage in when-issued and delayed delivery transactions to an extent
that would cause the segregation of more than 20% of the total value of their
respective assets.

Restricted and Illiquid Securities

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

o the frequency of trades and quotes for the security;

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

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

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

Lending of Portfolio Securities

The collateral received when a Fund lends portfolio securities must be
valued daily and, should the market value of the loaned securities increase, the
borrower must furnish additional collateral to the particular Fund. During the
time portfolio securities are on loan, the borrower pays a Fund any dividends or
interest paid on such securities. Loans are subject to termination at the option
of a Fund or the borrower. A Fund may pay reasonable administrative and
custodial fees in connection with a loan and may pay a negotiated portion of the
interest earned on the cash or equivalent collateral to the borrower or placing
broker.

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

U.S. Government Securities

The types of U.S. government securities in which the Prime Money Market
Fund, Bond Fund, Stock Fund, and Small Capitalization Fund may invest generally
include direct obligations of the U.S. Treasury (such as U.S. Treasury bills,
notes, and bonds) and obligations issued or guaranteed by U.S. government
agencies or instrumentalities. These securities are backed by:

o the full faith and credit of the U.S. Treasury;

o the issuer's right to borrow from the U.S. Treasury;

o the discretionary authority of the U.S. government to
purchase certain obligations of the agency or instrumentality; or

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

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

Bank Instruments

Prime Money Market Fund, Bond Fund, Stock Fund, and Small Capitalization
Fund may invest in the instruments of banks and savings associations whose
deposits are insured by the Bank Insurance Fund, which is administered by the
Federal Deposit Insurance Corporation ("FDIC"), or the Savings Association
Insurance Fund, which is administered by the FDIC, such as certificates of
deposit, demand and time deposits, savings shares, and bankers' acceptances.
These instruments are not necessarily guaranteed by those organizations.

In addition, the Funds may invest in:

o Eurodollar Certificates of Deposit ("ECDs") issued by foreign
branches of U.S. or foreign banks;

o Eurodollar Time Deposits ("ETDs"), which are U.S. dollar-
denominated deposits in foreign branches of U.S. or foreign
banks;

o Canadian Time Deposits, which are U.S. dollar-denominated deposits
issued by branches of major Canadian banks located
in the United States; and

o Yankee Certificates of Deposit ("Yankee CDs"), which are U.S.
dollar-denominated certificates of deposit issued by U.S.
branches of foreign banks and held in the United States.

Money Market Instruments Ratings

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

Funding Agreements

Prime Money Market Fund may purchase funding agreements ("Agreements"),
which are investment instruments issued by highly rated U.S. insurance
companies. Pursuant to such Agreements, the Fund may make cash contributions to
a deposit fund of the insurance company's general or separate accounts. The
insurance company then credits guaranteed interest to the Fund. The insurance
company may assess periodic charges against an Agreement for expenses and
service costs allocable to it, and the charges will be deducted from the value
of the deposit fund. The purchase price paid for an Agreement becomes part of
the general assets of the issuer, and the Agreement is paid from the general
assets of the issuer.

The Fund will only purchase Agreements from issuers which, at the time of
purchase, meet quality and credit standards established by the Fund's adviser.
Generally, Agreements are not assignable or transferable without the permission
of the issuing insurance companies, and an active secondary market in Agreements
does not currently exist. Also, the Fund may not receive the principal amount of
an Agreement from the insurance company on seven days' notice or less.
Therefore, Agreements are typically considered to be illiquid investments.

Futures and Options Transactions

Bond Fund, Stock Fund, and Small Capitalization Fund may engage in futures
and options transactions. In an effort to reduce fluctuations in the net asset
value of shares of a Fund, a Fund may attempt to hedge all or a portion of its
portfolio by buying and selling financial futures contracts, buying put options
on portfolio securities and listed put options on futures contracts, (or
over-the-counter put options on futures contracts in the case of Bond Fund) and
writing call options on futures contracts. A Fund may also write covered call
options on portfolio securities to attempt to increase its current income. A
Fund will maintain its positions in securities, option rights, and segregated
cash subject to puts and calls until the options are exercised, closed, or have
expired. With respect to Bond Fund, an option position on financial futures
contracts may be closed out over-the-counter or on an exchange which provides a
secondary market for options of the same series. With respect to Stock Fund and
Small Capitalization Fund, an option position on financial futures contracts may
be closed out only on an exchange which provides a secondary market for options
of the same series.

Futures Contracts

Bond Fund, Stock Fund, and Small Capitalization Fund may engage in futures
contracts. A futures contract is a firm commitment by two parties: the seller
who agrees to make delivery of the specific type of security called for in the
contract ("going short") and the buyer who agrees to take delivery of the
security ("going long") at a certain time in the future. However, a stock 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 difference 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. No physical delivery of the
underlying securities in the index is made.

The purpose of the acquisition or sale of a futures contract by a Fund is
to protect the Fund from fluctuations in the value of its securities caused by
anticipated changes in interest rates or market conditions without necessarily
buying or selling the securities. For example, in the fixed income securities
market, price moves inversely to interest rates. A rise in rates means a drop in
price. Conversely, a drop in rates means a rise in price. In order to hedge its
holdings of fixed income securities against a rise in market interest rates,
Bond Fund could enter into contracts to deliver securities at a predetermined
price (i.e., "go short") to protect itself against the possibility that the
prices of its fixed income securities may decline during the Fund's anticipated
holding period. Bond Fund would "go long" (agree to purchase securities in the
future at a predetermined price) to hedge against a decline in market interest
rates.

Put Options on Futures Contracts

Bond Fund, Stock Fund, and Small Capitalization Fund may engage in put
options on futures contracts. A Fund may purchase listed put options on futures
contracts (or over-the-counter put options on futures contracts in the case of
Bond Fund). Unlike entering directly into a futures contract, which requires the
purchaser to buy a financial instrument on a set date at a specified price, the
purchase of a put option on a futures contract entitles (but does not obligate)
its purchaser to decide on or before a future date whether to assume a short
position at the specified price. A Fund would purchase put options on futures
contracts to protect portfolio securities against decreases in value resulting
from market factors such as an anticipated increase in interest rates.

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

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

Call Options on Futures Contracts

Bond Fund, Stock Fund, and Small Capitalization Fund may engage in call
options on futures contracts. In addition to purchasing put options on futures,
Bond Fund, Stock Fund, and Small Capitalization Fund may write listed call
options on futures contracts (or over-the-counter call options on futures
contracts in the case of Bond Fund) to hedge its respective portfolio against,
for example, an increase in market interest rates. When a Fund writes a call
option on a futures contract, it is undertaking the obligation of assuming a
short futures position (selling a futures contract) at the fixed strike price at
any time during the life of the option if the option is exercised. As market
interest rates rise (in the case of Bond Fund) or as stock prices fall (in the
case of Stock Fund and Small Capitalization Fund), causing the prices of futures
to go down, a Fund's obligation under a call option on a future (to sell a
futures contract) costs less to fulfill, causing the value of a Fund's call
option position to increase.

In other words, as the underlying future's price goes down below the strike
price, the buyer of the option has no reason to exercise the call, so that a
Fund keeps the premium received for the option. This premium can help
substantially to offset the drop in value of a Fund's portfolio securities.
Prior to the expiration of a call written by a Fund, or exercise of it by the
buyer, a Fund may close out the option by buying an identical option. If the
hedge is successful, the cost of the second option will be less than the premium
received by a Fund for the initial option. The net premium income of a Fund will
then substantially offset the decrease in value of the hedged securities.

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

"Margin" in Futures Transactions

Unlike the purchase or sale of a security, neither Bond Fund, Stock Fund,
nor Small Capitalization Fund pay or receive money upon the purchase or sale of
a futures contract. Rather, the Funds are required to deposit an amount of
"initial margin" in cash or U.S. Treasury bills with the custodian (or the
broker, if legally permitted). The nature of initial margin in futures
transactions is different from that of margin in securities transactions in that
futures contracts initial margin does not involve a borrowing by a Fund to
finance the transactions. Initial margin is in the nature of a performance bond
or good faith deposit on the contract which is returned to a Fund upon
termination of the futures contract, assuming all contractual obligations have
been satisfied. A futures contract held by Bond Fund, Stock Fund, or Small
Capitalization Fund is valued daily at the official settlement price of the
exchange on which it is traded. Each day a Fund pays or receives cash, called
"variation margin," equal to the daily change in value of the futures contract.
This process is known as "marking to market." Variation margin does not
represent a borrowing or loan by a Fund but is instead settlement between a Fund
and the broker of the amount one would owe the other if the futures contract
expired. In computing its daily net asset value, a Fund will mark to market its
open futures positions. The Funds are also required to deposit and maintain
margin when they write call options on futures contracts.

The Funds will comply with the following restrictions when purchasing and
selling futures contracts. First, the Funds will not participate in futures
transactions if the sum of its initial margin deposits on open contracts will
exceed 5% of the market value of its respective total assets, after taking into
account the unrealized profits and losses on those contracts it has entered
into. Second, the Funds will not enter into these contracts for speculative
purposes. Third, since the Funds do not constitute a commodity pool, they will
not market themselves as such, nor serve as vehicles for trading in the
commodities futures or commodity options markets. Connected with this, the Funds
will disclose to all prospective investors, the limitations on their futures and
option transactions, and make clear that these transactions are entered into
only for bona fide hedging purposes, or other permissible purposes pursuant to
regulations promulgated by the Commodity Futures Trading Commission ("CFTC").
Finally, because the Funds will submit to the CFTC special calls for
information, the Funds will not register as commodities pool operators.

Collateralized Mortgage Obligations (CMOs)

Bond Fund may invest in CMOs. Privately issued CMOs generally represent an
ownership interest in a pool of federal agency mortgage pass-through securities,
such as those issued by the Government National Mortgage Association. The terms
and characteristics of the mortgage instruments may vary among pass-through
mortgage loan pools. The market for such CMOs has expanded considerably since
its inception. The size of the primary issuance market and the active
participation in the secondary market by securities dealers and other investors
make government-related pools highly liquid.

Generally-speaking, the mortgages underlying mortgage-backed securities
often may be prepaid without penalty or premium. Therefore, mortgage-backed
securities are generally subject to higher prepayment risks than most other
types of debt instruments. Prepayment risks on mortgage securities tend to
increase during periods of declining mortgage interest rates, because many
borrowers refinance their mortgages to take advantage of the more favorable
rates. Depending upon market conditions, the yield that the Fund receives from
the reinvestment of such prepayments, or any scheduled principal payments, may
be lower than the yield on the original mortgage security. As a consequence,
mortgage securities may be a less effective means of "locking in" interest rates
than other types of debt securities having the same stated maturity and may also
have less potential for capital appreciation. For certain types of asset pools,
such as collateralized mortgage obligations, prepayments may be allocated to one
tranche of securities ahead of other tranches, in order to reduce the risk of
prepayments for the other tranches. Prepayments may result in a capital loss to
the Fund to the extent that the prepaid mortgage securities were purchased at a
market premium over their stated principal amount. Conversely, the prepayment of
mortgage securities purchased at a market discount from their stated principal
amount will accelerate the recognition of interest income by the Fund, which
would be taxed as ordinary income when distributed to the shareholders.

Real Estate Investment Trusts

The Small Capitalization Fund may purchase interests in real estate
investment trusts. Risks associated with real estate investments include the
fact that equity and mortgage real estate investment trusts are dependent upon
management skill and are not diversified, and are, therefore, subject to the
risk of financing single projects or unlimited number of projects. They are also
subject to heavy cash flow dependency, defaults by borrowers, and
self-liquidation. Additionally, equity real estate investment trusts may be
affected by any changes in the value of the underlying property owned by the
trusts, and mortgage real estate investment trusts may be affected by the
quality of any credit extended. The investment adviser seeks to mitigate these
risks by selecting real estate investment trusts diversified by sector (shopping
malls, apartment building complexes, and health care facilities) and geographic
location.

Convertible Securities

When owned as part of a unit along with warrants, which entitle the holder
to buy the common stock, convertible securities function as convertible bonds,
except that the warrants generally will expire before the bond's maturity.
Convertible securities are senior to equity securities, and therefore have a
claim to assets of the corporation prior to the holders of common stock in the
case of liquidation. However, convertible securities are generally subordinated
to similar nonconvertible securities of the same company. The interest income
and dividends from convertible bonds and preferred stocks provide a stable
stream of income with generally higher yields than common stocks, but lower than
non-convertible securities of similar quality.

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

Warrants

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

Portfolio Turnover

For the years ended April 30, 1997 and 1996, the Bond and Stock Funds'
portfolio turnover rates were 171% and 128%, and 75% and 81%, respectively. For
the years ended April 30, 1997 and 1996, the Small Capitalization Fund's
portfolio turnover rates were 93% and 70%, respectively.

Investment Limitations

Issuing Senior Securities and Borrowing Money

The Funds will not issue senior securities except that a Fund may
borrow money directly or through reverse repurchase agreements in
amounts up to one-third of the value of its total assets, including the
amount borrowed; and except to the extent that a Fund may enter into
futures contracts. The Funds will not borrow money or engage in reverse
repurchase agreements for investment leverage, but rather as a
temporary, extraordinary, or emergency measure or to facilitate
management of the portfolio by enabling a Fund to meet redemption
requests when the liquidation of portfolio securities is deemed to be
inconvenient or disadvantageous. A Fund will not purchase any
securities while any borrowings in excess of 5% of its total assets are
outstanding. During the period any reverse repurchase agreements are
outstanding, a Fund will restrict the purchase of portfolio securities
to money market instruments maturing on or before the expiration date
of the reverse repurchase agreements, but only to the extent necessary
to assure completion of the reverse repurchase agreements.

Selling Short and Buying on Margin

The Funds will not sell any securities short or purchase any securities
on margin, but may obtain such short-term credits as are necessary for
clearance of purchases and sales of securities. The deposit or payment
by Bond Fund, Stock Fund, or Small Capitalization Fund of initial or
variation margin in connection with futures contracts or related
options transactions is not considered the purchase of a security on
margin.

Pledging Assets

The Funds will not mortgage, pledge, or hypothecate any assets, except
to secure permitted borrowings. In these cases U.S. Treasury Money
Market Fund and Prime Money Market Fund may pledge assets having a
market value not exceeding the lesser of the dollar amounts borrowed or
10% of the value of total assets of a Fund at the time of the pledge,
while Bond Fund, Stock Fund, and Small Capitalization Fund may pledge
assets having a value of 15% of assets taken at cost. For purposes of
this restriction, (a) the deposit of assets in escrow in connection
with the writing of covered put or call options and the purchase of
securities on a when-issued basis; and (b) collateral arrangements with
respect to (i) the purchase and sale of stock options and (ii) initial
or variation margin for futures contracts will not be deemed to be
pledges of a Fund's assets. Margin deposits for the purchase and sale
of futures contracts and related options are not deemed to be a pledge.

Lending Cash or Securities

The Funds will not lend any of their respective assets except portfolio
securities up to one-third of the value of total assets. This shall not
prevent a Fund from purchasing or holding U.S. government obligations,
money market instruments, variable amount demand master notes, bonds,
debentures, notes, certificates of indebtedness, or other debt
securities, entering into repurchase agreements, or engaging in other
transactions where permitted by a Fund's investment objective,
policies, and limitations or the Trust's Declaration of Trust.

Investing in Restricted Securities

Prime Money Market Fund, Bond Fund, Stock Fund, and Small
Capitalization Fund will not invest more than 10% of their respective
net assets in securities subject to restrictions on resale under the
Securities Act of 1933, except for commercial paper issued under
Section 4(2) of the Securities Act of 1933 and certain other restricted
securities which meet the criteria for liquidity as established by the
Board of Trustees. U.S. Treasury Money Market Fund will not purchase or
sell securities which are restricted as to resale under federal
securities law.

Investing in Commodities

None of the Funds will invest in commodities, except to the extent that
Bond Fund, Stock Fund, and Small Capitalization Fund may engage in
transactions involving futures contracts or options on futures
contracts.

Investing in Real Estate

None of the Funds will purchase or sell real estate, including limited
partnership interests, although Prime Money Market Fund, Bond Fund,
Stock Fund, and Small Capitalization Fund may invest in securities of
issuers whose business involves the purchase or sale of real estate or
in securities which are secured by real estate or interests in real
estate.

Diversification of Investments

With respect to 75% of the value of its respective total assets, Prime
Money Market Fund, Bond Fund, Stock Fund, and Small Capitalization Fund
will not purchase securities issued by any one issuer (other than cash,
cash items or securities issued or guaranteed by the government of the
United States or its agencies or instrumentalities and repurchase
agreements collateralized by such securities), if as a result more than
5% of the value of its total assets would be invested in the securities
of that issuer. No Fund will acquire more than 10% of the outstanding
voting securities of any one issuer.

Concentration of Investments

No Fund will invest 25% or more of the value of its respective total
assets in any one industry (other than securities issued by the U.S.
government, its agencies, or instrumentalities or repurchase agreements
collateralized by these securities), except that Prime Money Market
Fund may invest 25% or more of the value of its total assets in cash or
cash items, securities issued or guaranteed by the U.S. government, its
agencies, or instrumentalities, or instruments secured by these money
market instruments (i.e., repurchase agreements).

Underwriting

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

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

Investing in Illiquid Securities

The Bond Fund, Stock Fund, and Small Capitalization Fund will not
invest more than 15% and the Prime Money Market Fund will not invest
more than 10% of the value of their respective net assets in illiquid
securities, including repurchase agreements providing for settlement
more than seven days after notice; and, in the case of Bond Fund, Stock
Fund, and Small Capitalization Fund, including over-the-counter
options; in the case of Prime Money Market Fund, Bond Fund, Stock Fund,
and Small Capitalization Fund, including certain restricted securities
not determined by the Trustees to be liquid; and, in the case of Prime
Money Market Fund, non- negotiable fixed income time deposits with
maturities over seven days.

Investing in Securities of Other Investment Companies

Unless permitted by order of the Securities and Exchange Commission,
the Funds will limit their respective investment in other investment
companies to no more than 3% of the total outstanding voting stock of
any investment company, and will not invest more than 5% of their
respective total assets in any one investment company, or invest more
than 10% of their respective total assets in investment companies in
general. U.S. Treasury Money Market Fund and Prime Money Market Fund
will limit their investments in the securities of other investment
companies to those of money market funds having investment objectives
and policies similar to their own. The Funds will purchase securities
of closed-end investment companies only in open market transactions
involving only customary broker's commissions. However, these
limitations are not applicable if the securities are acquired in a
merger, consolidation, reorganization, or acquisition of assets.

Arbitrage Transactions

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

Options and Related Transactions

A Fund will not purchase put or call options on securities or on
futures contracts, except that Bond Fund, Stock Fund and Small
Capitalization Fund may engage in put and call options, futures and
options on futures.

Purchasing Securities to Exercise Control

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

Investing in Warrants

The Funds will not invest in warrants, except that Stock Fund and
Small Capitalization Fund may invest not more than 5% of their
respective net assets in warrants, including those acquired in units or
attached to other securities. For purposes of this investment
restriction, warrants will be valued at the lower of cost or market,
except that warrants acquired by the Funds in units with or attached to
securities may be deemed to be without value.

Except with respect to the Funds' policy of borrowing money, if a percentage
limitation is adhered to at the time of investment, a later increase or decrease
in percentage resulting from any change in value or net assets will not result
in a violation of such restriction. The Funds did not borrow money or pledge
securities in excess of 5% of the value of their respective net assets in the
last fiscal year and have no present intent to do so in the coming fiscal year.

For purposes of their policies and limitations, the Funds consider certificates
of deposit and demand and time deposits issued by a U.S. branch of a domestic
bank or savings association having capital, surplus, and undivided profits in
excess of $100,000,000 at the time of investment to be "cash items."

Regulatory Compliance

The Prime Money Market Fund may follow non-fundamental operational policies that
are more restrictive than its fundamental investment limitations, as set forth
in its prospectus and this Statement of Additional Information, in order to
comply with applicable laws and regulations, including the provisions of and
regulations under the Investment Company Act of 1940. In particular, the Fund
will comply with the various requirements of Rule 2a- 7, which regulates money
market mutual funds. For example, with limited exceptions, Rule 2a-7 prohibits
the investment of more than 5% of the Fund's total assets in the securities of
any one issuer, although the Fund's investment limitation only requires such 5%
diversification with respect to 75% of its assets. The Fund will invest more
than 5% of its assets in any one issuer only under circumstances permitted by
Rule 2a-7. The Fund will also determine the effective maturity of its
investments, as well as its ability to consider a security as having received
the requisite short-term ratings by NRSROs, according to Rule 2a-7. The Fund may
change these operational policies to reflect changes in the laws and regulations
without the approval of its shareholders.

RIMCO Monument Funds Management

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

Officers and Trustees are listed with their addresses, birthdates, present
positions with RIMCO Monument Funds, and principal occupations.

- -------------------------------------------------------------------------------
John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
Birthdate: July 28, 1924

Chairman and Trustee

Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated Research
Corp. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director or Trustee of the Funds. Mr. Donahue is the
father of J. Christopher Donahue, Executive Vice President of the Company.

- -------------------------------------------------------------------------------
Thomas G. Bigley
15 Old Timber Trail
Pittsburgh, PA
Birthdate: February 3, 1934

Trustee

Chairman of the Board, Children's Hospital of Pittsburgh; formerly, Senior
Partner, Ernst & Young LLP; Director, MED 3000 Group, Inc.; Director, Member of
Executive Committee, University of Pittsburgh; Director or Trustee of the Funds.

- -------------------------------------------------------------------------------
John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Birthdate: June 23, 1937

Trustee

President, Investment Properties Corporation; Senior Vice-President, John
R. Wood and Associates, Inc., Realtors; Partner or Trustee in private real
estate ventures in Southwest Florida; formerly, President, Naples Property
Management, Inc. and Northgate Village Development Corporation; Director or
Trustee of the Funds.

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

<PAGE>

William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Birthdate: July 4, 1918

Trustee

Director and Member of the Executive Committee, Michael Baker, Inc.; formerly,
Vice Chairman and Director, PNC Bank, N.A., and PNC Bank Corp.; Director, Ryan
Homes, Inc.; Director or Trustee of the Funds.

- -------------------------------------------------------------------------------
James E. Dowd
571 Hayward Mill Road
Concord, MA
Birthdate: May 18, 1922

Trustee

Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director or Trustee
of the Funds.

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

Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate: October 11, 1932

Trustee

Professor of Medicine, University of Pittsburgh; Medical Director, University of
Pittsburgh Medical Center - Downtown; Member, Board of Directors, University of
Pittsburgh Medical Center; formerly, Hematologist, Oncologist, and Internist,
Presbyterian and Montefiore Hospitals; Director or Trustee of the Funds.

- -------------------------------------------------------------------------------
Edward L. Flaherty, Jr.@
Miller, Ament, Henny & Kochuba
205 Ross Street
Pittsburgh, PA
Birthdate: June 18, 1924

Trustee

Attorney of Counsel, Miller, Ament, Henny & Kochuba; Director, Eat'N Park
Restaurants, Inc.; formerly, Counsel, Horizon Financial, F.A., Western Region;
Director or Trustee of the Funds.

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

President, Treasurer and Trustee

Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated Research
Corp., Federated Global Research Corp. and Passport Research, Ltd.; Executive
Vice President and Director, Federated Securities Corp.; Trustee, Federated
Shareholder Services Company; Trustee or Director of some of the Funds;
President, Executive Vice President and Treasurer of some of the Funds.

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

<PAGE>

Peter E. Madden
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
Birthdate: March 16, 1942

Trustee

Consultant; Former State Representative, Commonwealth of Massachusetts;
formerly, President, State Street Bank and Trust Company and State Street Boston
Corporation; Director or Trustee of the Funds.

- -------------------------------------------------------------------------------
Gregor F. Meyer
203 Kensington Ct.
Pittsburgh, PA
Birthdate: October 6, 1926

Trustee

Former Attorney, Member of Miller, Ament, Henny & Kochuba; Chairman, Meritcare,
Inc.; Director, Eat'N Park Restaurants, Inc.; Director or Trustee of the Funds.

- ------------------------------------------------------------------------------
John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate: December 20, 1932

Trustee

President, Law Professor, Duquesne University; Consulting Partner, Mollica &
Murray; Director or Trustee of the Funds.

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

Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate: September 14, 1925

Trustee

Professor, International Politics; Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., National Defense University and U.S. Space Foundation; President
Emeritus, University of Pittsburgh; Founding Chairman, National Advisory Council
for Environmental Policy and Technology, Federal Emergency Management Advisory
Board and Czech Management Center, Prague; Director or Trustee of the Funds.

- -------------------------------------------------------------------------------
Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate: June 21, 1935

Trustee

Public Relations/Marketing/Conference Planning; Director or Trustee of the
Funds.

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

J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate: April 11, 1949

Executive Vice President

President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated Research
Corp. and Federated Global Research Corp.; President, Passport Research, Ltd.;
Trustee, Federated Shareholder Services Company, and Federated Shareholder
Services; Director, Federated Services Company; President or Executive Vice
President of the Funds; Director or Trustee of some of the Funds. Mr. Donahue is
the son of John F. Donahue, Chairman and Trustee of the Company.

- -------------------------------------------------------------------------------
John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 26, 1938

Executive Vice President and Secretary

Executive Vice President, Secretary, and Trustee, Federated Investors; Trustee,
Federated Advisers, Federated Management, and Federated Research; Director,
Federated Research Corp. and Federated Global Research Corp.; Trustee, Federated
Shareholder Services Company; Director, Federated Services Company; President
and Trustee, Federated Shareholder Services; Director, Federated Securities
Corp.; Executive Vice President and Secretary of the Funds; Treasurer of some of
the Funds.

- ------------------------------------------------------------------------------
Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 17, 1923

Vice President

Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of the
Funds; Director or Trustee of some of the Funds.

- -------------------------------------------------------------------------------
Jeffrey W. Sterling
Federated Investors Tower
Pittsburgh, PA

Birthdate: February 5, 1947

Vice President and Assistant Treasurer

Vice President and Assistant Treasurer of some of the Funds.

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

* This Trustee is deemed to be an "interested person" as defined in the
Investment Company Act of 1940.

@ Member of the Executive Committee. The Executive Committee of the Board
of Trustees handles the responsibilities of the Board between meetings
of the Board.

<PAGE>

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

As used in the table above, "The Funds" and "Funds" mean the following
investment companies: 111 Corcoran Funds; Arrow Funds; Automated Government
Money Trust; Blanchard Funds; Blanchard Precious Metals Fund, Inc.; Cash Trust
Series II; Cash Trust Series, Inc. ; DG Investor Series; Edward D. Jones & Co.
Daily Passport Cash Trust; Federated Adjustable Rate U.S. Government Fund, Inc.;
Federated American Leaders Fund, Inc.; Federated ARMs Fund; Federated Equity
Funds; Federated Equity Income Fund, Inc.; Federated Fund for U.S. Government
Securities, Inc.; Federated GNMA Trust; Federated Government Income Securities,
Inc.; Federated Government Trust; Federated High Income Bond Fund, Inc.;
Federated High Yield Trust; Federated Income Securities Trust; Federated Income
Trust; Federated Index Trust; Federated Institutional Trust; Federated Insurance
Series; Federated Investment Portfolios; Federated Investment Trust; Federated
Master Trust; Federated Municipal Opportunities Fund, Inc.; Federated Municipal
Securities Fund, Inc.; Federated Municipal Trust; Federated Short-Term Municipal
Trust; Federated Short-Term U.S. Government Trust; Federated Stock and Bond
Fund, Inc.; Federated Stock Trust; Federated Tax-Free Trust; Federated Total
Return Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S.
Government Securities Fund: 1-3 Years; Federated U.S. Government Securities
Fund: 2-5 Years; Federated U.S. Government Securities Fund: 5-10 Years;
Federated Utility Fund, Inc.; First Priority Funds; Fixed Income Securities,
Inc.; High Yield Cash Trust; Intermediate Municipal Trust; International Series,
Inc.; Investment Series Funds, Inc.; Investment Series Trust; Liberty Term
Trust, Inc. - 1999; Liberty U.S. Government Money Market Trust; Liquid Cash
Trust; Managed Series Trust; Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Obligations Trust II; Money Market Trust;
Municipal Securities Income Trust; Newpoint Funds; Peachtree Funds; RIMCO
Monument Funds; Targeted Duration Trust; Tax-Free Instruments Trust; The
Planters Funds; The Starburst Funds; The Starburst Funds II; The Virtus Funds;
Trust for Financial Institutions; Trust for Government Cash Reserves; Trust for
Short-Term U.S. Government Securities; Trust for U.S. Treasury Obligations;
Wesmark Funds; and World Investment Series, Inc.

Fund Ownership

Officers and Trustees own less than 1% of the outstanding shares of each
Fund. The following list indicates the beneficial ownership of shareholders who
are the beneficial owners of more than 5% of the outstanding shares of the
following Funds as of June 4, 1997. Riggs Bank N.A., Washington, D.C., acting in
various capacities for numerous accounts, owned of record, approximately:
68,298,082 shares (49.72%) of U.S. Treasury Money Market Fund; 200,252,275 Class
A Shares (60.20%) and 36,200,101 Class B Shares (99.90%) of Prime Money Market
Fund; 2,867,405 shares (83.30%) of Bond Fund; 3,946,731 shares (68.08%) of Stock
Fund; 2,007,283 shares (91.93%) of Small Capitalization Fund. The Bank of New
York, New York, NY, owned approximately 40,004,424 shares (29.13%) of U.S.
Treasury Money Market Fund; Monumental Investment Group Profit Sharing Plan,
Washington, D.C., owned approximately 13,051,343 shares (9.50%) of U.S. Treasury
Money Market Fund; National Geographic Society, Washington, D.C., owned
approximately 39,036,519 Class A Shares (11.74%) of Prime Money Market Fund;
Georgetown University, Washington, D.C., owned approximately 17,212,252 Class A
Shares (5.17%) of Prime Money Market Fund. Collier Shannon Profit Sharing,
Washington, D.C., owned approximately 328,534 shares (5.67%) of Stock Fund.

<PAGE>

Trustees Compensation

AGGREGATE
NAME, COMPENSATION
POSITION WITH FROM
TRUST TRUST*#

John F. Donahue
Chairman and Trustee $0

Thomas G. Bigley

Trustee $1,579.61

John T. Conroy, Jr.

Trustee $1,737.80

William J. Copeland

Trustee $1,737.80

James E. Dowd

Trustee $1,737.80

Lawrence D. Ellis, M.D.

Trustee $1,579.61

Edward L. Flaherty, Jr.

Trustee $1,737.80

Edward C. Gonzales
President, Treasurer and Trustee $0

Peter E. Madden

Trustee $1,579.61

Gregor F. Meyer

Trustee $1,579.61

John E. Murray, Jr.

Trustee $1,579.61

Wesley W. Posvar

Trustee $1,579.61

Marjorie P. Smuts

Trustee $1,579.61

* Information is furnished for the fiscal year ended April 30, 1997.

# The aggregate compensation is provided for the Trust which is comprised of
five portfolios.

Trustee Liability

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

Massachusetts Partnership Law

Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for acts or obligations of the Trust. To
protect shareholders, the Trust has filed legal documents with Massachusetts
that expressly disclaim the liability of shareholders for such acts or
obligations of the Trust. These documents require notice of this disclaimer to
be given in each agreement, obligation, or instrument the Trust or its Trustees
enter into or sign.

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

Investment Advisory Services
- -------------------------------------------------------------------------------
Adviser to the Trust

The Trust's investment adviser is Riggs Investment Management Corporation
("RIMCO"). It is a subsidiary of Riggs Bank N.A. ("Riggs Bank"). The adviser
shall not be liable to the Trust, a Fund, or any shareholder of any of the Funds
for any losses that may be sustained in the purchase, holding, or sale of any
security or for anything done or omitted by it, except acts or omissions
involving willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties imposed upon it by its contract with the Trust.

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

Advisory Fees

For its advisory services, RIMCO receives an annual investment advisory fee
as described in the prospectus. For the years ended April 30, 1997, 1996 and
1995, the adviser earned fees from the U.S. Treasury Money Market Fund of
$672,065, $484,117 and $471,275, respectively, of which $173,436, $174,327 and
$188,510, respectively, were waived. For the years ended April 30, 1997, 1996
and 1995, the adviser earned fees from the Prime Money Market Fund of
$1,954,745, $1,644,269 and $1,722,083, respectively, of which $676,608, $637,538
and $818,546, respectively, were waived. For the years ended April 30, 1997,
1996 and 1995, the adviser earned fees from the Bond Fund of $255,588, $369,027
and $346,821, respectively, of which $136,314, $196,769 and $185,307,
respectively, were waived. For the years ended April 30, 1997, 1996 and 1995,
the adviser earned fees from the Stock Fund of $622,704, $587,141 and $450,390,
respectively, of which $99,633, $93,942 and $82,877, respectively, were waived.
For the years ended April 30, 1997 and 1996, and for the period from February
27, 1995 (date of initial public investment) to April 30, 1995, the adviser
earned fees from the Small Capitalization Fund of $184,690, $119,209 and $9,220,
of which $105,949, $119,209 and $9,220, respectively, were waived.

Administrative Services
- -------------------------------------------------------------------------------
Federated Administrative Services, which is a subsidiary of Federated
Investors, provides administrative personnel and services to the Funds for the
fees set forth in the prospectus. For the years ended April 30, 1997, 1996 and
1995, Federated Administrative Services earned from the U.S. Treasury Money
Market Fund fees equal to $171,345, $128,886 and $126,640, respectively. For the
years ended April 30, 1997, 1996 and 1995, Federated Administrative Services
earned from Prime Money Market Fund fees equal to $497,453, $436,703 and
$462,172, respectively. For the years ended April 30, 1997, 1996 and 1995,
Federated Administrative Services earned from the Bond Fund fees equal to
$51,473, $65,580 and $62,130, respectively. For the years ended April 30 1997,
1996 and 1995, Federated Administrative Services earned from the Stock Fund fees
equal to $106,088, $104,255 and $80,732, respectively. For the years ended April
30, 1997 and 1996, and for the period from February 27, 1995 (date of initial
public investment), to April 30, 1995, Federated Administrative Services earned
from the Small Capitalization Fund fees equal to $49,978, $49,999 and $8,493, of
which $0, $0 and $8,493, respectively, were waived.

Federated Shareholder Services Company ("FServ"), a subsidiary of Federated
Services Company, is the Funds' portfolio accountant, transfer agent and
dividend disbursing agent. For the years ended April 30, 1997, 1996 and 1995,
FServ received from the U.S. Treasury Money Market Fund fees equal to $68,994,
$70,342 and $85,400, respectively. For the years ended April 30, 1997, 1996 and
1995, FServ received from the Prime Money Market Fund fees equal to $148,946,
$125,748 and $98,594, respectively. For the years ended April 30, 1997, 1996 and
1995, FServ received from the Bond Fund fees equal to $88,771, $87,184 and
$87,375, respectively. For the years ended April 30, 1997, 1996 and, 1995, FServ
received from the Stock Fund fees equal to $92,259, $91,020 and $83,336,
respectively. For the years ended April 30, 1997 and 1996, and for the period
from February 27, 1995 (date of initial public investment), to April 30, 1995,
FServ received from the Small Capitalization Fund fees equal to $71,963, $72,034
and $12,602, respectively.

Custodian

For its service as custodian, Riggs Bank may receive an annual fee, payable
monthly based upon the Funds' average aggregate daily net assets. In addition,
Riggs Bank is reimbursed for its out-of-pocket expenses.

Transfer Agent, Dividend Disbursing Agent and Portfolio Accounting Services

Through its subsidiary Federated Shareholder Services Company, Pittsburgh,
Pennsylvania, Federated Services Company is transfer agent for the shares of the
Funds and dividend disbursing agent for the Funds. Federated Shareholder
Services Company also provides certain accounting and recordkeeping services
with respect to the portfolio investments of the Funds.

Independent Auditors

The independent auditors for the Funds are Ernst & Young LLP, Pittsburgh,
Pennsylvania.

Brokerage Transactions
- -------------------------------------------------------------------------------
When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the adviser looks for prompt execution of the order at a favorable
price. In working with dealers, the adviser will generally use those who are
recognized dealers in specific portfolio instruments, except when a better price
and execution of the order can be obtained elsewhere. The adviser makes
decisions on portfolio transactions and selects brokers and dealers subject to
guidelines established by the Board of Trustees. The adviser may select brokers
and dealers who offer brokerage and research services. These services may be
furnished directly to the Funds or to the adviser and may include: advice as to
the advisability of investing in securities; security analysis and reports;
economic studies; industry studies; receipt of quotations for portfolio
evaluations; and similar services. Research services provided by brokers may be
used by the adviser in advising the Funds and other accounts. To the extent that
receipt of these services may supplant services for which the adviser or its
affiliates might otherwise have paid, it would tend to reduce their expenses.
The adviser and its affiliates exercise reasonable business judgment in
selecting brokers who offer brokerage and research services to execute
securities transactions. They determine in good faith that commissions charged
by such persons are reasonable in relationship to the value of the brokerage and
research services provided.

For the fiscal years ended April 30, 1997, 1996 and 1995, the Stock Fund paid
total brokerage commissions of $175,381, $170,312 and $99,125, respectively. For
the years ended April 30, 1997 and 1996, and for the period from February 27,
1995 (date of initial public investment), to April 30, 1995, the Small
Capitalization Fund paid total brokerage commissions of $72,366, $47,188 and
$2,511, respectively.

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

Purchasing Shares
- -------------------------------------------------------------------------------
Shares of U.S. Treasury Money Market Fund and Prime Money Market Fund are sold
at their net asset value without a sales charge. Shares of Bond Fund, Stock
Fund, and Small Capitalization Fund are sold at their net asset value plus a
sales charge. Shares of the Funds are sold on days on which both the New York
Stock Exchange and the Federal Reserve Wire are open for business. The procedure
for purchasing shares of the Funds is explained in the prospectus under
"Investing in the Funds."

Distribution Plan (Class B Shares of Prime Money Market Fund Only)

The Trust has adopted a Plan pursuant to Rule 12b-1 which was promulgated by the
Securities and Exchange Commission pursuant to the Investment Company Act of
1940 (the "Plan"). The Plan provides for payment of fees to Federated Securities
Corp. to finance any activity which is principally intended to result in the
sale of the Class B Shares of Prime Money Market Fund. Such activities may
include the advertising and marketing of shares; preparing, printing, and
distributing prospectuses and sales literature to prospective shareholders,
brokers, or administrators; and implementing and operating the Plan. Pursuant to
the Plan, Federated Securities Corp. may pay fees to brokers for distribution
and administrative services and to administrators for administrative services as
to Class B Shares of the Prime Money Market Fund. The administrative services
may include, but are not limited to: communicating account openings;
communicating account closings; entering purchase transactions; entering
redemption transactions; providing or arranging to provide accounting support
for all transactions; wiring funds and receiving funds for share purchases and
redemptions, confirming and reconciling all transactions, reviewing the activity
in accounts for Class B Shares and providing training and supervision of broker
personnel; posting and reinvesting dividends to accounts for Class B Shares or
arranging for this service to be performed by the Fund's transfer agent; and
maintaining and distributing current copies of prospectuses and shareholder
reports to the beneficial owners of shares and prospective shareholders.

For the year ended April 30, 1997, payment in the amount of $54,110 was made
pursuant to the Plan for Class B Shares of Prime Money Market Fund.

The Board of Trustees expects that the Plan will result in the sale of a
sufficient number of Class B Shares so as to allow the Class B Shares of Prime
Money Market Fund to achieve economic viability. It is also anticipated that an
increase in the size of this Fund will facilitate more efficient portfolio
management and assist this Fund in seeking to achieve its investment objective.

Conversion to Federal Funds

It is the Funds' policy to be as fully invested as possible so that maximum
interest or dividends may be earned. To this end, all payments from shareholders
must be in federal funds or be converted into federal funds. Riggs Bank acts as
the shareholder's agent in depositing checks and converting them to federal
funds.

Determining Net Asset Value
- -------------------------------------------------------------------------------
U.S. Treasury Money Market Fund and Prime Money Market Fund attempt to stabilize
the value of their respective shares at $1.00. Net asset values of Bond Fund,
Stock Fund and Small Capitalization Fund generally change each day. The days on
which the net asset value is calculated by these Funds are described in the
prospectus.

Determining Market Value of Securities

The market value of Bond Fund's, Stock Fund's, and Small Capitalization Fund's
portfolio securities are determined as follows:

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

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

o for unlisted equity securities, the latest bid prices;

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

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

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

Prices provided by independent pricing services may be determined without
relying exclusively on quoted prices and may reflect: institutional trading in
similar groups of securities, yield, quality, coupon rate, maturity, type of
issue, trading characteristics, and other market data.

The Funds will value futures contracts, options, and put options on futures and
at their market values established by the exchanges at the close of option
trading on such exchanges unless the Board of Trustees determine in good faith
that another method of valuing option positions is necessary to appraise their
fair value.

Use of the Amortized Cost Method

With respect to U.S. Treasury Money Market Fund and Prime Money Market Fund, the
Trustees have decided that the best method for determining the value of
portfolio instruments is amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as adjusted for amortization of
premium or accumulation of discount rather than at current market value.

A Fund's use of the amortized cost method of valuing portfolio instruments
depends on its compliance with certain conditions in Rule 2a- 7 (the "Rule")
promulgated by the Securities and Exchange Commission under the Investment
Company Act of 1940. Under the Rule, the Trustees must establish procedures
reasonably designed to stabilize the net asset value per share, as computed for
purposes of distribution and redemption, at $1.00 per share, taking into account
current market conditions and a Fund's investment objective. Under the Rule, a
Fund is permitted to purchase instruments which are subject to demand features
or standby commitments. As defined by the Rule, a demand feature entitles a Fund
to receive the principal amount of the instrument from the issuer or a third
party on (1) no more than 30 days' notice or (2) at specified intervals not
exceeding one year on no more than 30 days' notice. A standby commitment
entitles a Fund to achieve same day settlement and to receive an exercise price
equal to the amortized cost of the underlying instrument plus accrued interest
at the time of exercise.

Monitoring Procedures

The Trustees' procedures include monitoring the relationship between
the amortized cost value per share and the net asset value per share
based upon available indications of market value. The Trustees will
decide what, if any, steps should be taken if there is a difference of
more than .50% between the two values. The Trustees will take any steps
they consider appropriate (such as redemption in kind or shortening the
average portfolio maturity) to minimize any material dilution or other
unfair results arising from differences between the two methods of
determining net asset value.

Investment Restrictions

The Rule requires that a Fund limit its investments to instruments
that, in the opinion of the Board of Trustees, present minimal credit
risk and that, if rated, meet minimum rating standards set forth in the
Rule. If the instruments are not rated, the Trustees must determine
that they are of comparable quality. Shares of investment companies
purchased by the Funds will meet these same criteria and will have
investment policies consistent with Rule 2a- 7. The Rule also requires
a Fund to maintain a dollar-weighted average portfolio maturity (not
more than 90 days) appropriate to the objective of maintaining a stable
net asset value of $1.00 per share. In addition, no instrument with a
remaining maturity of more than 13 months can be purchased by a Fund.

Should the disposition of a portfolio security result in a dollar
weighted average portfolio maturity of more than 90 days, a Fund will
invest its available cash to reduce the average maturity to 90 days or
less as soon as possible.

A Fund may attempt to increase yield by trading portfolio securities to take
advantage of short-term market variations. This policy may, from time to time,
result in high portfolio turnover. Under the amortized cost method of valuation,
neither the amount of daily income nor the net asset value is affected by any
unrealized appreciation or depreciation of the portfolio.

In periods of declining interest rates, the indicated daily yield on shares of a
Fund computed by dividing the annualized daily income on a Fund's portfolio by
the net asset value computed as above may tend to be higher than a similar
computation made by using a method of valuation based upon market prices and
estimates.

In periods of rising interest rates, the indicated daily yield on shares of the
Fund computed the same way may tend to be lower than a similar computation made
by using a method of calculation based upon market prices and estimates.

Redeeming Shares
- -------------------------------------------------------------------------------
Each Fund redeems shares at the next computed net asset value after Riggs Bank
receives the redemption request. Redemption procedures are explained in the
prospectus under "Redeeming Shares."

Redemption in Kind

Although the Trust intends to redeem shares in cash, it reserves the right under
certain circumstances to pay the redemption price in whole or in part by a
distribution of securities from a Fund's portfolio. To the extent available,
such securities will be readily marketable. Redemption in kind will be made in
conformity with applicable Securities and Exchange Commission rules, taking such
securities at the same value employed in determining net asset value and
selecting the securities in a manner the Board of Trustees determine to be fair
and equitable. The Trust has elected to be governed by Rule 18f-1 of the
Investment Company Act of 1940 under which the Trust is obligated to redeem
shares for any one shareholder in cash only up to the lesser of $250,000 or 1%
of a Fund's net asset value during any 90-day period.

Tax Status
- ---------------------------------------------------------------------------
The Funds' Tax Status

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

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

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

o invest in securities within certain statutory limits; and

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

Shareholders' Tax Status

Shareholders are subject to federal income tax on dividends received as cash or
additional shares. With respect to the U.S. Treasury Money Market Fund, Prime
Money Market Fund, and Bond Fund, no portion of any income dividend paid by a
Fund is expected to be eligible for the dividends received deduction available
to corporations. With respect to the Stock Fund and the Small Capitalization
Fund, the dividends received deduction for corporations will apply to ordinary
income distributions to the extent the distribution represents amounts that
would qualify for the dividends received deduction to a particular fund if that
fund were a regular corporation and to the extent designed by a fund as so
qualifying. These dividends, and any short-term capital gains, are taxable as
ordinary income.

Capital Gains

Capital gains experienced by U.S. Treasury Money Market Fund and Prime Money
Market Fund could result in an increase in dividends. Capital losses could
result in a decrease in dividends. If for some extraordinary reason these Funds
realize net long-term capital gains, such net long-term capital gains will be
distributed at least once every 12 months.

With respect to Bond Fund, Stock Fund, and Small Capitalization Fund, long- term
capital gains distributed to shareholders will be treated as long-term capital
gains regardless of how long shareholders have held shares.

Total Return
- -----------------------------------------------------------------------------

The Bond Fund's average annual total returns for the one-year and since
inception (May 11, 1992) periods ended April 30, 1997 were .79% and 5.43%,
respectively.

The Stock Fund's average annual total returns the one-year and since inception
(May 11, 1992) periods ended April 30, 1997 were 9.63% and 15.65%, respectively.

The Small Capitalization Fund's average annual total returns for the one- year
and since inception (February 27, 1995) periods ended April 30, 1997, were
(9.29)% and 13.59%, respectively.

The Funds' average annual total return is the average compounded rate of return
for a given period that would equate a $1,000 initial investment to the ending
redeemable value of that investment. The ending redeemable value is computed by
multiplying the number of shares owned at the end of the period by the net asset
value per share at the end of the period. The number of shares owned at the end
of the period is based on the number of shares purchased at the beginning of the
period with $1,000, less any applicable sales charge, adjusted over the period
by any additional shares, assuming the monthly or quarterly, as applicable,
reinvestment of all dividends and distributions.

Yield
- -------------------------------------------------------------------------------

The yields for the seven-day period ended April 30, 1997 for U.S. Treasury
Money Market Fund and the Class A Shares and Class B Shares of Prime Money
Market Fund were 4.84%, 5.12% and 4.62%, respectively.

The Bond Fund's yield for the thirty-day period ended April 30, 1997 was 6.03%.
The Stock Fund's yield for the thirty-day period ended April 30, 1997 was 1.16%.
The Small Capitalization Fund's yield for the thirty-day period ended April 30,
1997 was 0.15%.

U.S. Treasury Money Market Fund and Prime Money Market Fund calculate yield
daily, based upon the seven days ending on the day of the calculation, called
the "base period." This yield is computed by:

o determining the net change in the value of a hypothetical account
with a balance of one share at the beginning of the base period,
with the net change excluding capital changes but including the
value of any additional shares purchased with dividends earned from
the original one share and all dividends declared on the original
and any purchased shares;

o dividing the net change in the account's value by the value of the
account at the beginning of the base period to determine the base
period return; and

o multiplying the base period return by 365/7.

The yield for Bond Fund, Stock Fund, and Small Capitalization Fund is determined
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
value is then annualized using semi- annual compounding. This means that the
amount of income generated during the thirty-day period is assumed to be
generated each month over a twelve-month period and is reinvested every six
months. The yield does not necessarily reflect income actually earned by the
Fund because of certain adjustments required by the Securities and Exchange
Commission and, therefore, may not correlate to the dividends or other
distributions paid to shareholders.

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

Effective Yield
- ------------------------------------------------------------------------------

The effective yields for the seven-day period ended April 30, 1997 for U.S.
Treasury Money Market Fund and the Class A Shares and Class B Shares of Prime
Money Market Fund were 4.95%, 5.25% and 4.73%, respectively.

The effective yield of U.S. Treasury Money Market Fund and Prime Money Market
Fund is computed by compounding the unannualized base period return by:

adding 1 to the base period return;

raising the sum to the 365/7th power; and

subtracting 1 from the result.

Performance Comparisons
- -------------------------------------------------------------------------------
Each Fund's performance depends upon such variables as:

o portfolio quality;

o average portfolio maturity;
o type of instruments in which the portfolio is invested;

o changes in interest rates on money market instruments in the case of
U.S. Treasury Money Market Fund and Prime Money Market Fund, or
changes in interest rates and market value of portfolio securities
in the case of Bond Fund, Stock Fund and Small Capitalization Fund;

o changes in each Fund's expenses; and

o the relative amount of each Fund's cash flow.

Advertising and other promotional literature may include charts, graphs and
other illustrations using the Funds' returns, or returns in general, that
demonstrate basic investment concepts such as tax-deferred compounding,
dollar-cost averaging and systematic investment. In addition, the Funds can
compare their performance, or performance for the types of securities in which
they invest, to a variety of other investments, such as bank savings accounts,
certificates of deposit, and Treasury bills.

Economic and Market Information

Advertising and sales literature for the Funds may include discussions of
economic, financial and political developments and their effect on the
securities market. Such discussions may take the form of commentary on these
developments by Funds' portfolio managers and their views and analysis on how
such developments could affect the Funds. In addition, advertising and sales
literature may quote statistics and give general information about the mutual
fund industry, including the growth of the industry, from sources such as the
Investment Company Institute ("ICI"). For example, according to the ICI,
thirty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $3.5 trillion to the more than 6,000 funds available.

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

U.S. Treasury Money Market Fund:

o Lipper Analytical Services, Inc., ranks funds in various fund
categories by making comparative calculations using total return.
Total return assumes the reinvestment of all income dividends and
capital gains distributions, if any. From time to time, the Fund
will quote its Lipper ranking in advertising and sales literature.

o Salomon 30-Day Treasury Bill Index is a weekly quote of the most
representative yields for selected securities, issued by the U.S.
Treasury, maturing in 30 days.

o Money, a monthly magazine, regularly ranks money market funds in
various categories based on the latest available seven-day compound
(effective) yield. From time to time, the Fund will quote its Money
ranking in advertising and sales literature.

Prime Money Market Fund:

o Lipper Analytical Services, Inc., ranks funds in various fund
categories by making comparative calculations using total return.
Total return assumes the reinvestment of all capital gains
distributions and income dividends, if any. From time to time, the
Fund will quote its Lipper ranking in advertising and sales
literature.

o Bank Rate Monitor National Index, Miami Beach, Florida, is a
financial reporting service which publishes weekly average rates of
50 leading bank and thrift institution money market deposit
accounts. The rates published in the index are an average of the
personal account rates offered on the Wednesday prior to the date of
publication by ten of the largest banks and thrifts in each of the
five largest Standard Metropolitan Statistical Areas. Account
minimums range upward from $2,500 in each institution and
compounding methods vary. If more than one rate is offered, the
lowest rate is used. Rates are subject to change at any time
specified by the institution.

o Salomon 30-Day Treasury Bill Index is a weekly quote of the most
representative yields for selected securities, issued by the U.S.
Treasury, maturing in 30 days.

Bond Fund:

o Lehman Brothers Government Index is an unmanaged index comprised of
all publicly issued, non-convertible domestic debt of the U.S.
government, or any agency thereof, or any quasi-federal corporation
and of corporate debt guaranteed by the U.S. government. Only notes
and bonds with a minimum outstanding principal of $1 million and a
minimum maturity of one year are included.

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

o Lipper Analytical Services, Inc., ranks funds in various fund
categories using total return. Total return assumes the reinvestment
of all capital gains distributions and income dividends and takes
into account any change in net asset value over a specific period of
time. From time to time, the Fund will quote its Lipper ranking in
advertising and sales literature.

o Lehman Brothers Aggregate Bond Index is a total return index
measuring both the capital price changes and income provided by the
underlying universe of securities, weighted by market value
outstanding. The Aggregate Bond Index is comprised of the Shearson
Lehman Government Bond Index, Corporate Bond Index, Mortgage- Backed
Securities Index and the Yankee Bond Index. These indices include:
U.S. Treasury obligations, including bonds and notes; U.S. agency
obligations, including those of the Federal Farm Credit Bank,
Federal Land Bank and the Bank for Co-Operatives; foreign
obligations, U.S. investment grade corporate debt and
mortgage-backed obligations. All corporate debt included in the
Aggregate Bond Index has a minimum S&P rating of BBB, a minimum
Moody's rating of Baa, or a minimum Fitch rating of BBB.

o Merrill Lynch Corporate and Government Index includes issues which
must be in the form of publicly placed, nonconvertible, coupon-
bearing domestic debt and must carry a term of maturity of at least
one year. Par amounts outstanding must be no less than $10 million
at the start and at the close of the performance measurement period.
Corporate instruments must be rated by S&P or by Moody's as
investment grade issues (i.e., BBB/Baa or better).

o Merrill Lynch Domestic Master Index includes issues which must be in
the form of publicly placed, nonconvertible, coupon-bearing domestic
debt and must carry a term to maturity of at least one year. Par
amounts outstanding must be no less than $10 million at the start
and at the close of the performance measurement period.

The Domestic Master Index is a broader index than the Merrill Lynch Corporate
and Government Index and includes, for example, mortgage related securities. The
mortgage market is divided by agency, type of mortgage and coupon and the amount
outstanding in each agency/type/coupon subdivision must be no less than $200
million at the start and at the close of the performance measurement period.
Corporate instruments must be rated by S&P or by Moody's as investment grade
issues (i.e., BBB/Baa or better).

Stock Fund:

o Lipper Analytical Services, Inc., ranks funds in various fund
categories by making comparative calculations using total return.
Total return assumes the reinvestment of all capital gains
distributions and income dividends and takes into account any change
in net asset value over a specific period of time. From time to
time, the Fund will quote its Lipper ranking in advertising and
sales literature.

o Dow Jones Industrial Average ("DJIA") represents share prices of
selected blue-chip industrial corporations. The DJIA indicates daily
changes in the average price of stock in these corporations. It also
reports total sales for this group. Because it represents the top
corporations of America, the DJIA index is a leading economic
indicator for the stock market as a whole.

o Standard & Poor's Daily Stock Price Index of 500 Common Stocks, a
composite index of common stocks in industry, transportation, and
financial and public utility companies. The Standard & Poor's index
assumes reinvestment of all dividends paid by stocks listed on the
index. Taxes due on any of these distributions are not included, nor
are brokerage or other fees calculated in the Standard & Poor's
figures.

Small Capitalization Fund:

o Lipper Analytical Services, Inc. ranks funds in various fund
categories by making comparative calculations using total return.
Total return assumes the reinvestment of all capital gains
distributions and income dividends and takes into account any change
in offering price over a specific period of time. From time to time,
the Fund will quote its Lipper ranking in the "index funds" category
in advertising and sales literature.

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

o Russell 2000 Index--is a broadly diversified index consisting of
approximately 2,000 small capitalization common stocks that can be
used to compare to the total returns of funds whose portfolios are
invested primarily in small capitalization stocks.

Advertisements and other sales literature for the Funds may quote total returns
which are calculated on non-standardized base periods. These total returns also
represent the historic change in the value of an investment in the Funds based
on monthly reinvestment of dividends over a specified period of time.
Advertisements may quote performance information which does not reflect the
effect of the sales charge of the Bond Fund, Small Capitalization Fund or Stock
Fund.

Financial Statements
- -------------------------------------------------------------------------------

The financial statements for the fiscal year ended April 30, 1997, are
incorporated herein by reference to the Trust's Annual Report dated April 30,
1997 (File Nos. 33-40428 and 811-6309). A copy of the Annual Report may be
obtained without charge by contacting the Trust at the address located on the
back cover of the prospectus.

<PAGE>

Appendix
- -------------------------------------------------------------------------------
Standard & Poor's Ratings Group Corporate Bond Rating Definitions

AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.

AA--Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the higher rated issues only in small degree.

A--Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB--Debt rated BBB is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

NR--NR indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that Standard & Poor's
does not rate a particular type of obligation as a matter of policy. Standard
and Poor's may apply a plus (+) or minus (-) to the above rating classifications
to show relative standing within the classifications.

Moody's Investors Service, Inc. Corporate Bond Rating Definitions

AAA--Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

AA--Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risks appear somewhat larger than in Aaa securities.

A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future. Baa--Bonds which
are rated Baa are considered as medium-grade obligations, i.e., they are neither
highly protected nor poorly secured. Interest payments and principal security
appear adequate for the present but certain protective elements may be lacking
or may be characteristically unreliable over any great length of time. Such
bonds lack outstanding investment characteristics and in fact have speculative
characteristics as well.

NR--Not rated by Moody's.

Moody's applies numerical modifiers, 1, 2, and 3 in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.

Fitch Investors Service, Inc. Corporate Bond Rating Definitions

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

AA--Bonds considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated "AAA." Because bonds rated in the "AAA" and
"AA" categories are not significantly vulnerable to foreseeable future
developments, short- term debt of these issuers is generally rated "A1+."

A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB--Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore, impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.

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

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

Standard & Poor's Ratings Group Commercial Paper Rating Definitions

A-1--This highest category indicates that the degree of safety regarding timely
payment is strong. Those issues determined to possess extremely strong safety
characteristics are denoted with a plus (+) designation.

A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated "A-1."

Moody's Investors Service, Inc. Commercial Paper Rating Definitions

Prime-1--Issuers rated Prime-1 (or related supporting institutions) have a
superior capacity for repayment of short-term promissory obligations. Prime-1
repayment capacity will normally be evidenced by the following characteristics:

o Leading market positions in well-established industries.

o High rates of return on funds employed.

o Conservative capitalization structure with moderate reliance on debt
and ample asset protection.

o Broad margins in earnings coverage of fixed financial charges and
high internal cash generation.

o Well-established access to a range of financial markets and assured
sources of alternate liquidity.

Prime-2--Issuers rated Prime-2 (or related supporting institutions) have a
strong capacity for repayment of short-term promissory obligations. This will
normally be evidenced by many of the characteristics cited above, but to a
lesser degree. Earnings trends and coverage ratios, while sound, will be more
subject to variation. Capitalization characteristics, while still appropriate,
may be more affected by external conditions. Ample alternate liquidity is
maintained.

Fitch Investors Service, Inc. Commercial Paper Rating Definitions

Plus or minus signs are used with a rating symbol to indicate the relative
position of the credit within the rating category:

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

F-1--Very Strong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated F1+.

PART C. OTHER INFORMATION.

Item 24. Financial Statements and Exhibits:

(a) Financial Statements: (1-5) Incorporated into the Statement of
Additional Information by reference to Registrant's Annual Report
dated April 30, 1997
(b) Exhibits:
(1) Conformed Copy of Declaration of Trust of
the Registrant; (1)
(i) Conformed copy of Amendment No. 3 (dated
December 15, 1993) to Registrant's Declaration
of Trust; (8)
(ii) Conformed copy of Amendment No. 4 (dated
November 16, 1994) to Registrant's Declaration of
Trust; (8)
(iii) Conformed copy of Amendment No. 5 (dated
August 23, 1995) to Registrant's Declaration of Trust;
(8)
(2) Copy of By-Laws of the Registrant;(1)
(3) Not applicable;
(4) (i) Copy of Specimen Certificate for Shares of Beneficial
Interest of RIMCO Monument U.S. Treasury Money Market
Fund, RIMCO Monument Bond Fund and RIMCO Monument Stock
Fund;(2)
(ii) Copy of Specimen Certificate for Shares of Beneficial
Interest of RIMCO Monument Small Capitalization Equity
Fund;(6)
(iii) Copy of Specimen Certificate for Shares of Beneficial
Interest of RIMCO Monument Prime Money Market Fund -
Class A Shares and Class B Shares; (8)
(5) Conformed copy of Investment Advisory Contract of the
Registrant and Exhibits A through E of the Investment
Advisory Contract; (7)
(6) Conformed copy of Distributor's Contract of the Registrant
and Exhibits A and B thereto; (7) (i) Conformed copy of
Exhibit C to Registrant's Distributor's Contract; +

+ All exhibits have been filed electronically.
1. Response is incorporated by reference to Registrant's Initial Registration
Statement on Form N-1A filed May 9, 1991. (File
Nos. 33-40428 and 811-6309).
2. Response is incorporated by reference to Registrant's Pre-Effective Amendment
No. 1 on Form N-1A filed July 19, 1991. (File
Nos. 33-40428 and 811-6309).
6. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 4 on Form N-1A filed June 28, 1994. (File
Nos. 33-40428 and 811-6309).
7. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 7 on Form N-1A filed June 27, 1995. (File
Nos. 33-40428 and 811-6309).
8. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 8 on Form N-1A filed October 10, 1995. (File
Nos. 33-40428 and 811-6309).

<PAGE>

Item 24. (Continued)

(7) Not applicable;
(8) Conformed copy of Custodian Agreement of the Registrant;(1)
(9) (i) Conformed copy of Transfer Agency and Service Agreement
of the Registrant;(5) (ii) Conformed copy of Administrative
Services Agreement; (5)
(10) Conformed copy of Opinion and Consent of Counsel as to legality
of shares being registered; (9)
(11) Conformed copy of Consent of Independent Auditors;+
(12) Not applicable;
(13) Conformed copy of Initial Capital Understanding; (9)
(14) Not applicable;
(15) Conformed copy of Registrant's Rule 12b-1 Distribution Plan; (8)
(i) Copy of Registrant's Rule 12b-1 Agreement; (8)
(16) Copy of Schedule for Computation of Fund Performance
Data; (3)
(17) Copy of Financial Data Schedules;+
(18) (i) Conformed copy of Registrant's Multiple Class Plan;+ (ii)
Conformed copy of Registrant's Multiple Class Plan, As Amended,
Effective May 16, 1996;+ and
(19) Conformed copy of Power of Attorney. (9)

Item 25. Persons Controlled by or Under Common Control with Registrant:

None

Item 26. Number of Holders of Securities:

Number of Record Holders
Title of Class as of June 4, 1997_____

Shares of
beneficial interest

RIMCO Monument Prime Money Market Fund
(Class A) 847
(Class B) 12
RIMCO Monument U.S. Treasury Money Market Fund 148
RIMCO Monument Bond Fund 284
RIMCO Monument Stock Fund 840
RIMCO Monument Small Capitalization Equity Fund 637

+ All exhibits have been filed electronically.
1. Response is incorporated by reference to Registrant's Initial Registration
Statement on Form N-1A filed May 9, 1991. (File
Nos. 33-40428 and 811-6309).
3. Response is incorporated by reference to Registrant's Pre-Effective Amendment
No. 2 on Form N-1A filed August 26, 1992. (File Nos. 33-40428 and 811-6309).
5. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 4 on Form N-1A filed June 28, 1994. (File Nos. 33-40428 and
811-6309).
8. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 8 on Form N-1A filed October 10, 1995. (File
Nos. 33-40428 and 811-6309).
9. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 9 on Form N-1A filed June 27, 1996. (File
Nos. 33-40428 and 811-6309).

<PAGE>

Item 27. Indemnification: (2)

Item 28. Business and Other Connections of Investment Adviser:

For a description of the other business of the investment adviser, see the
section entitled "Management of RIMCO Monument Funds" in Part A. The business
address of each of the Officers of the investment adviser is: Riggs Investment
Management Corp., 808 17th Street, N.W., Washington, D.C. 20006-3950

The Officers and Directors of the Investment Adviser are:

Other Substantial
Business, Profession,
Name Position with Adviser Vocation or Employment

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

Frederick L. Bollerer Director - Board President and Chief Executive
Officer, Riggs Bank N.A.

Timothy C. Coughlin Director - Board President, Riggs National
Corporation; Vice Chairman,
Riggs Bank N.A.

Henry A. Dudley, Jr. Director - Board Senior Executive Vice
President, Riggs & Co., a
division of Riggs Bank N.A.

Lawrence I. Hebert Director - Board Director, Riggs National
Corporation, Riggs Bank N.A.,
Riggs AP Bank
Limited, Allied Capital II
Corp.; President and Vice
Chairman of Allbritton
Communications and Perpetual
Corporation and Westfield News
Advertiser, Inc.

Timothy A. Lex Director - Board Executive Vice President and
Chief Operating Officer, Riggs
Bank N.A., President, Riggs
& Co., a division of Riggs
Bank N.A.

David D. Addison Director - Board Senior Vice President and
Trust Manager, Riggs Bank N.A.

Philip D. Tasho Chairman of the Board Executive Director, Riggs &
Directors, Chief Co., a division of Riggs
Executive Bank N.A.
Officer and Chief
Investment Officer

2. Response is incorporated by reference to Registrant's Pre-Effective Amendment
No. 1 on Form N-1A filed July 19, 1991. (File Nos. 33-40428 and 811-6309).
Other Substantial
Business, Profession,
Name osition with Adviser Vocation or Employment

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

Clifford W. Dyhouse Managing Director Managing Director, Riggs
& Co., a division of Riggs
Bank N.A.

Ronald A. Marsilia President and Chief Managing Director, Riggs &
Operating Officer and Co., a division of Riggs
Director - Board Bank N.A.

Timothy M. Williams Treasurer and Director Managing Director, Riggs &
of Compliance Co., a division of Riggs
Bank N.A.

Brian T. Shevlin Managing Director - Managing Director, Riggs & Co.,
Fixed Income a division of Riggs Bank N.A.
Management

Bruce K. Holmquist Director - Fixed Director, Riggs & Co., a
Income Management division of Riggs Bank N.A.

Owen B. Burman Assistant Director - Director, Riggs & Co., a
Equity Research division of Riggs Bank N.A.

Sean C. Fallon Director - Director, Riggs & Co., a
Performance & Fixed division of Riggs Bank N.A.
Income Research

Rainier D. Flores Assistant Director - Banking Officer, Riggs Bank
Operations N.A.

Thomas E. Bidinger Assistant Director - Assistant Director, Riggs &
Performance Co., a division of Riggs
Bank N.A.

Mary Pinckney P. Wood Assistant Director Assistant Director, Riggs
& Co., a division of Riggs
Bank N.A.

Kathleen B. Newman Director - Client Director, Riggs & Co., a
Services division of Riggs Bank N.A.

Danna Maller Assistant Director - Assistant Director, Riggs &
Marketing Co., a division of Riggs
Bank N.A.

<PAGE>

Item 29. Principal Underwriters:

(a) Federated Securities Corp., the Distributor for shares of the
Registrant, also acts as principal underwriter for the following open-end
investment companies: 111 Corcoran Funds; Arrow Funds; Automated Government
Money Trust; BayFunds; Blanchard Funds; Blanchard Precious Metals Fund, Inc.;
Cash Trust Series II; Cash Trust Series, Inc.; DG Investor Series; Edward D.
Jones & Co. Daily Passport Cash Trust; Federated Adjustable Rate U.S. Government
Fund, Inc.; Federated American Leaders Fund, Inc.; Federated ARMs Fund;
Federated Equity Funds; Federated Equity Income Fund, Inc.; Federated Fund for
U.S. Government Securities, Inc.; Federated GNMA Trust; Federated Government
Income Securities, Inc.; Federated Government Trust; Federated High Income Bond
Fund, Inc.; Federated High Yield Trust; Federated Income Securities Trust;
Federated Income Trust; Federated Index Trust; Federated Institutional Trust;
Federated Insurance Series; Federated Investment Portfolios; Federated
Investment Trust; Federated Master Trust; Federated Municipal Opportunities
Fund, Inc.; Federated Municipal Securities Fund, Inc.; Federated Municipal
Trust; Federated Short-Term Municipal Trust; Federated Short-Term U.S.
Government Trust; Federated Stock and Bond Fund, Inc.; Federated Stock Trust;
Federated Tax-Free Trust; Federated Total Return Series, Inc.; Federated U.S.
Government Bond Fund; Federated U.S. Government Securities Fund: 1-3 Years;
Federated U.S. Government Securities Fund: 2-5 Years; Federated U.S. Government
Securities Fund: 5-10 Years; Federated Utility Fund, Inc.; First Priority Funds;
Fixed Income Securities, Inc.; High Yield Cash Trust; Independence One Mutual
Funds; Intermediate Municipal Trust; International Series, Inc.; Investment
Series Funds, Inc.; Investment Series Trust; Liberty U.S. Government Money
Market Trust; Liquid Cash Trust; Managed Series Trust; Marshall Funds, Inc.;
Money Market Management, Inc.; Money Market Obligations Trust; Money Market
Obligations Trust II; Money Market Trust; Municipal Securities Income Trust;
Newpoint Funds; Peachtree Funds; RIMCO Monument Funds; SouthTrust Vulcan Funds;
Star Funds; Targeted Duration Trust; Tax-Free Instruments Trust; The Biltmore
Funds; The Biltmore Municipal Funds; The Monitor Funds; The Planters Funds; The
Starburst Funds; The Starburst Funds II; The Virtus Funds; Tower Mutual Funds;
Trust for Financial Institutions; Trust for Government Cash Reserves; Trust for
Short-Term U.S. Government Securities; Trust for U.S. Treasury Obligations;
Vision Group of Funds, Inc.; Wesmark Funds; and World Investment Series, Inc.

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

(b)
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With Registrant
<S> <C> <C>

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

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

Thomas R. Donahue Director, Assistant Secretary, --
Federated Investors Tower Assistant Treasurer
Pittsburgh, PA 15222-3779 Federated Securities Corp.

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

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

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

David M. Taylor Executive Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

Teresa M. Antoszyk Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

John B. Bohnet Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Byron F. Bowman Vice President, Secretary, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Dale R. Browne Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

Kevin J. Crenny Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Daniel T. Culbertson Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

<PAGE>

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

G. Michael Cullen Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

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

John K. Goettlicher Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Craig S. Gonzales Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Bruce E. Hastings Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Beth A. Hetzel Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

James E. Hickey Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Brian G. Kelly Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

<PAGE>

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

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

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

Thomas A. Peters III Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Richard A. Recker Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

George D. Riedel Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

John Rogers Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Brian S. Ronayne Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Thomas S. Schinabeck Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Edward L. Smith Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

John A. Staley Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

<PAGE>

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

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

Paul A. Uhlman Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Miles J. Wallace Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

John F. Wallin Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Edward J. Wojnarowski Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Edward R. Bozek Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Terri E. Bush Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Charlene H. Jennings Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Matthew S. Propelka Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Denis McAuley Treasurer, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Leslie K. Platt Assistant Secretary, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

</TABLE>

<PAGE>

Item 30. Location of Accounts and Records:
All accounts and records required to be maintained by Section
31(a) of the Investment Company Act of 1940 and Rules 31a-1
through 31a-3 promulgated thereunder are maintained at one of
the following locations:

Registrant Federated Investors Tower
Pittsburgh, PA 15222- 3779

Federated Services Company Federated Investors Tower
("Transfer Agent, Dividend Pittsburgh, PA 15222-3779
Disbursing Agent and Portfolio
Recordkeeper")

Federated Administrative Federated Investors Tower
Services Pittsburgh, PA 15222-3779
("Administrator")

Riggs Investment Management 808 17th Street, N.W.
Corp. ("Adviser") Washington, D.C. 20006-3950

Riggs Bank N.A. RIMCO Monument Funds
("Custodian") 1120 Vermont Avenue, N.W.
Washington, D.C. 20005-3598

<PAGE>

Item 31. Management Services: Not applicable.

Item 32. Undertakings:

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

Registrant hereby undertakes to furnish to each person to whom a
prospectus for the RIMCO Monument Stock Fund, RIMCO Monument
Small Capitalization Equity Fund, or the RIMCO Monument Bond
Fund is delivered a copy of the Registrant's latest annual
report to shareholders, upon request and without charge.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, RIMCO MONUMENT FUNDS, certifies
that it meets all of the requirements for effectiveness of this Amendment to its
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Amendment to its Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized, in the City of
Pittsburgh and Commonwealth of Pennsylvania, on the 25th day of June, 1997.

RIMCO MONUMENT FUNDS

BY: /s/Jay S. Neuman
Jay S. Neuman, Assistant Secretary
Attorney in Fact for John F. Donahue
June 25, 1997

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

NAME TITLE DATE

By: /s/Jay S. Neuman
Jay S. Neuman Attorney In Fact June 25, 1997
ASSISTANT SECRETARY For the Persons
Listed Below

NAME TITLE

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

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

Thomas G. Bigley* Trustee
John T. Conroy, Jr.* Trustee
William J. Copeland* Trustee
James E. Dowd* Trustee
Lawrence D. Ellis, M.D.* Trustee
Edward L. Flaherty, Jr.* Trustee
Peter E. Madden* Trustee
Gregor F. Meyer* Trustee
John E. Murray, Jr.* Trustee
Wesley W. Posvar* Trustee
Marjorie P. Smuts* Trustee
* By Power of Attorney

Exhibit 11 under Form N-1A
Exhibit 23 under Item 601/Reg. S-K

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the references to our firm under the captions "Financial
Highlights" in Post-Effective Amendment Number 10 to the Registration Statement
(Form N-1A No. 33-40428) and the related Prospectus of RIMCO Monument Funds
(comprising respectively, RIMCO Monument Prime Money Market Fund, RIMCO Monument
U.S. Treasury Money Market Fund, RIMCO Monument Bond Fund, RIMCO Monument Stock
Fund, and RIMCO Monument Small Capitalization Equity Fund), dated June 30, 1997
and to the incorporation by reference therein of our report dated June 18, 1997
on the financial statements and financial highlights of RIMCO Monument Funds
included in its Combined Annual Report to Shareholders for the year ended April
30, 1997.

ERNST & YOUNG LLP

Pittsburgh, Pennsylvania
June 24, 1997

Exhibit 6(i) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K

Exhibit C

to the

Distributor's Contract

RIMCO MONUMENT FUNDS

RIMCO Monument Prime Money Market Fund
Class B Shares

RIMCO Monument U.S. Treasury Money Market Fund
Class B Shares

The following provisions are hereby incorporated and made part of
the Distributor's Contract dated July 30, 1991, between RIMCO Monument
Funds and Federated Securities Corp. with respect to the Class of
shares set forth above:

1. The Trust hereby appoints FSC to engage in activities principally
intended to result in the sale of shares of the above-listed Classes
("Shares"). Pursuant to this appointment, FSC is authorized to select
a group of financial institutions ("Financial Institutions") to sell
Shares at the current offering price thereof as described and set
forth in the respective prospectuses of the Trust.

2. During the term of this Agreement, the Trust will pay FSC for
services pursuant to this Agreement, a monthly fee computed at the
annual rate of .50 of 1% of the average aggregate net asset value of
the Shares held during the month. For the month in which this
Agreement becomes effective or terminates, there shall be an
appropirate proration of any fee payable on the basis of the number
of days that the Agreement is in effect during the month.

3. FSC may from time-to-time and for such periods as it deems
appropriate reduce its compensation to the extent any Class' expenses
exceed such lower expense limitation as FSC may, by notice to the
Trust, voluntarily declare to be effective.

4. FSC will enter into separate written agreemnts with various firms to
provide certain of the services set forth in Paragraph 1 herein. FSC,
in its sole discretion, may pay Financial Institutions a periodic fee
in respect of Shares owned from time to time by their clients or
customers. The schedules of such fees and the basis upon which such
fees will be paid shall be determined from time to time by FSC in its
sole discretion.

5. FSC will prepare reports to the Board of Trustees of the Trust on a
quarterly basis showing amounts expended hereunder including amounts
paid to Financial Institutions and the purpose for such expenditures.

In consideration of the mutual covenants set forth in the
Distributor's Contract dated July 30, 1991 between RIMCO Monument Funds
and Federated Securities Corp., RIMCO Monument Funds executes and
delivers this Exhibit on behalf of the Funds, and with respect to the
Classes of Shares thereof, first set forth in this Exhibit.

Witness the due execution hereof this 1st day of September 5,
1995.

ATTEST: RIMCO MONUMENT FUNDS

/s/ John W. McGonigle By:/s/ Edward C. Gonzales
- --------------------- -----------------------
John W. McGonigle Edward C. Gonzales
Secretary President

(SEAL)

ATTEST: FEDERATED SECURITIES CORP.

/s/ Byron F. Bowman By:/s/ Richard B. Fisher
- ---------------------- ---------------------
Byron F. Bowman Richard B. Fisher
Secretary Chairman

(SEAL)

Exhibit 18(i) under Form N-1A
Exhibit 99 under Item 601/Reg. S-K
RIMCO MONUMENT FUNDS
MULTIPLE CLASS PLAN

This Multiple Class Plan ("Plan") is adopted by RIMCO MONUMENT FUNDS (the
"Trust"), a Massachusetts business trust, with respect to the classes of
shares ("Classes") of the portfolios of the Trust (the "Funds") set forth
in exhibits hereto.

Purpose

1. This Plan is adopted pursuant to Rule 18f-3 under the Investment
Company Act of 1940, as amended (the "Rule"), in connection with the
issuance by the Trust of more than one class of shares of any or all
of the Funds ("Covered Classes") in reliance on the Rule.

2. Separate Arrangements/Class Differences

Class A Shares may be purchased through Riggs National Bank and its
affiliates, as well as through authorized broker-dealers.

Class B Shares are only available in connection with an automated
"cash sweep" investment program established by Riggs National Bank.

The minimum initial investment in the ClassA Shares is $2,500.00
($500.00 in the case of IRAs); subsequent investments must be made in
the amount of $100.00 ($50.00 in the case of IRAs). Minimum
investment requirements for Class B Shares will be determined by
Riggs National Bank on the basis of eligibility to participate in the
cash sweep program.

Shareholders are entitled to one vote for each share held on the
record date for any action requiring a vote by the shareholders and a
proportionate fractional vote for each fractional share held.
Shareholders of the Trust will vote in the aggregate and not by Fund
or class except (i) as otherwise expressly required by law or when
the Trustees determine that the matter to be voted upon affects only
the interests of the shareholders of a particular Fund or class, and
(ii) only holders of Class B Shares will be entitled to vote on
matters submitted to shareholder vote with respect to the Rule 12b-1
Plan applicable to such class.

<PAGE>

3. Expense Allocations

The expenses incurred pursuant to the Rule 12b-1 Plan will be borne
solely by the Class B Shares class of the applicable Fund, and
constitute the only expenses allocated to one class and not the
other.

4. Exchange Features

A shareholder may exchange shares of one Fund for the appropriate
class of shares of any other Fund in the Trust. 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.

Due to the nature of the cash sweep program by which Class B Shares
will be acquired, exchange features do not apply to Class B Shares.

Effectiveness

5. This Plan shall become effective with respect to each Class, (i) to
the extent required by the Rule, after approval by a majority vote
of: (a) the Trust's Board of Trustees; (b) the members of the Board
of the Trust who are not interested persons of the Trust and have no
direct or indirect financial interest in the operation of the Trust's
Plan; and/or (ii) upon execution of an exhibit adopting this Plan
with respect to such Class.

6. Amendment

This Plan may be amended at any time, with respect to any Class, by a
majority vote of: (i) the Trust's Board of Trustees; and (ii) the
members of the Board of Trustees who are not interested persons of
the Trust and have no direct or indirect financial interest in the
operation of this Plan.

<PAGE>

RIMCO MONUMENT FUNDS

EXHIBIT A
to the
Multiple Class Plan

RIMCO Monument Prime Money Market Fund:
Class A Shares
Class B Shares

RIMCO Monument U.S. Treasury Money Market Fund:
Class A Shares
Class B Shares

This Multiple Class Plan is adopted by RIMCO Monument Funds with
respect to the Classes of Shares of the portfolios of RIMCO Monument
Funds set forth above.

Witness the due execution hereof this 1st day of
September, 1995.

RIMCO Monument Funds

By: /s/ Edward C. Gonzales
Title: President
Date: September 1, 1995

Exhibit 18(ii) under Form N-1A
Exhibit 99 under Item 601/Reg. S-K
RIMCO MONUMENT FUNDS
MULTIPLE CLASS PLAN

As Amended, Effective May 16, 1996

Purpose

2. Separate Arrangements/Class Differences

The Funds set forth on Exhibit A offer two classes of shares which
are titled Class A Shares and Class B Shares. The Trust has adopted a
distribution plan pursuant to Rule 12b-1 with respect to Class B
Shares; Class A Shares are not subject to the Rule 12b-1 Plan.
Pursuant the Rule 12b-1 Plan, Class B Shares will pay a fee to the
distributor in an amount computed at an annual rate of 0.50 of 1% of
the average daily net assets of Class B Shares.

Class A Shares may be purchased through Riggs National Bank and its
affiliates, as well as through authorized broker-dealers.

Class B Shares are designed primarily for certain institutional
accounts and accounts for which financial institutions or
intermediaries (such as investment advisers, banks, or investment
dealers) act in a fiduciary or agency capacity, and are also
available in connection with an automated "cash sweep" investment
program established by Riggs National Bank.

The minimum initial investment in the ClassA Shares is $2,500.00
($500.00 in the case of IRAs); subsequent investments must be made in
the amount of $100.00 ($50.00 in the case of IRAs). Minimum
investment requirements for Class B Shares generally do not apply,
except to the extent that they may be determined by Riggs National
Bank on the basis of eligibility to participate in the cash sweep
program.

3. Expense Allocations

4. Exchange Features

Due to the nature of the cash sweep program by which Class B Shares
may be acquired, exchange features do not apply to Class B Shares
acquired under such program.

Effectiveness

6. Amendment

RIMCO MONUMENT FUNDS

EXHIBIT A
to the
Multiple Class Plan

RIMCO Monument Prime Money Market Fund:
Class A Shares
Class B Shares

RIMCO Monument U.S. Treasury Money Market Fund:
Class A Shares
Class B Shares

This Multiple Class Plan is adopted by RIMCO Monument Funds with
respect to the Classes of Shares of the portfolios of RIMCO Monument
Funds set forth above.

Witness the due execution hereof this 16th day of
May, 1996.

RIMCO Monument Funds

By: /s/ Edward C. Gonzales______
Title: President

<S> <C>

<ARTICLE> 6
<SERIES>
<NUMBER> 02
<NAME> RIMCO Monument Funds
RIMCO Monument U.S. Treasury Money Market Fund

<PERIOD-TYPE> 12-mos
<FISCAL-YEAR-END> Apr-30-1997
<PERIOD-END> Apr-30-1997
<INVESTMENTS-AT-COST> 140,638,205
<INVESTMENTS-AT-VALUE> 140,638,205
<RECEIVABLES> 696,222
<ASSETS-OTHER> 230,153
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 141,564,580
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 553,299
<TOTAL-LIABILITIES> 553,299
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 141,011,281
<SHARES-COMMON-STOCK> 141,011,281
<SHARES-COMMON-PRIOR> 107,103,642
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 141,011,281
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 7,138,461
<OTHER-INCOME> 0
<EXPENSES-NET> 771,206
<NET-INVESTMENT-INCOME> 6,367,255
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 6,367,255
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 6,367,255
<DISTRIBUTIONS-OF-GAINS> 0
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<NUMBER-OF-SHARES-SOLD> 449,279,619
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<SHARES-REINVESTED> 860,699
<NET-CHANGE-IN-ASSETS> 33,907,639
<ACCUMULATED-NII-PRIOR> 0
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<AVERAGE-NET-ASSETS> 134,403,334
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.050
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> 0.050
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<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 0.57
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000

</TABLE>

<S> <C>

<ARTICLE> 6
<SERIES>
<NUMBER> 011
<NAME> RIMCO Monument Funds
RIMCO Monument Prime Money Market Fund
Class A Shares
<PERIOD-TYPE> 12-mos
<FISCAL-YEAR-END> Apr-30-1997
<PERIOD-END> Apr-30-1997
<INVESTMENTS-AT-COST> 396,495,915
<INVESTMENTS-AT-VALUE> 396,495,915
<RECEIVABLES> 3,936,969
<ASSETS-OTHER> 3,596
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 400,436,480
<PAYABLE-FOR-SECURITIES> 1,038,492
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,098,301
<TOTAL-LIABILITIES> 2,136,793
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 398,590,251
<SHARES-COMMON-STOCK> 372,325,716
<SHARES-COMMON-PRIOR> 368,030,706
<ACCUMULATED-NII-CURRENT> 580,044
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (870,608)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 372,036,776
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 21,525,878
<OTHER-INCOME> 0
<EXPENSES-NET> 2,027,317
<NET-INVESTMENT-INCOME> 19,498,561
<REALIZED-GAINS-CURRENT> 2,503
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 19,501,064
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 19,005,741
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,412,757,103
<NUMBER-OF-SHARES-REDEEMED> 1,414,974,408
<SHARES-REINVESTED> 6,512,315
<NET-CHANGE-IN-ASSETS> 30,547,214
<ACCUMULATED-NII-PRIOR> 583,120
<ACCUMULATED-GAINS-PRIOR> (873,111)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,954,745
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,703,925
<AVERAGE-NET-ASSETS> 390,868,289
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.050
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> 0.050
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 0.50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000

</TABLE>

<S> <C>

<ARTICLE> 6
<SERIES>
<NUMBER> 012
<NAME> RIMCO Monument Funds
RIMCO Monument Prime Money Market Fund
Class B Shares
<PERIOD-TYPE> 12-mos
<FISCAL-YEAR-END> Apr-30-1997
<PERIOD-END> Apr-30-1997
<INVESTMENTS-AT-COST> 396,495,915
<INVESTMENTS-AT-VALUE> 396,495,915
<RECEIVABLES> 3,936,969
<ASSETS-OTHER> 3,596
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 400,436,480
<PAYABLE-FOR-SECURITIES> 1,038,492
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,098,301
<TOTAL-LIABILITIES> 2,136,793
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 398,590,251
<SHARES-COMMON-STOCK> 26,262,878
<SHARES-COMMON-PRIOR> 10,102
<ACCUMULATED-NII-CURRENT> 580,044
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (870,608)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 26,262,911
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 21,525,878
<OTHER-INCOME> 0
<EXPENSES-NET> 2,027,317
<NET-INVESTMENT-INCOME> 19,498,561
<REALIZED-GAINS-CURRENT> 2,503
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 19,501,064
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 495,896
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 80,348,400
<NUMBER-OF-SHARES-REDEEMED> 54,095,833
<SHARES-REINVESTED> 209
<NET-CHANGE-IN-ASSETS> 30,547,214
<ACCUMULATED-NII-PRIOR> 583,120
<ACCUMULATED-GAINS-PRIOR> (873,111)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,954,745
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,703,925
<AVERAGE-NET-ASSETS> 390,868,289
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.050
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> 0.050
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 1.01
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000

</TABLE>

<S> <C>

<ARTICLE> 6
<SERIES>
<NUMBER> 03
<NAME> RIMCO Monument Funds
RIMCO Monument Bond Fund

<PERIOD-TYPE> 12-Mos
<FISCAL-YEAR-END> Apr-30-1997
<PERIOD-END> Apr-30-1997
<INVESTMENTS-AT-COST> 31,702,041
<INVESTMENTS-AT-VALUE> 31,561,480
<RECEIVABLES> 441,572
<ASSETS-OTHER> 330
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 32,003,382
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 174,231
<TOTAL-LIABILITIES> 174,231
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 35,575,305
<SHARES-COMMON-STOCK> 3,383,560
<SHARES-COMMON-PRIOR> 5,378,372
<ACCUMULATED-NII-CURRENT> 41,245
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (3,646,838)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (140,561)
<NET-ASSETS> 31,829,151
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2,463,739
<OTHER-INCOME> 0
<EXPENSES-NET> 297,849
<NET-INVESTMENT-INCOME> 2,165,890
<REALIZED-GAINS-CURRENT> (526,090)
<APPREC-INCREASE-CURRENT> 72,263
<NET-CHANGE-FROM-OPS> 1,712,063
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2,124,645
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 648,055
<NUMBER-OF-SHARES-REDEEMED> 2,679,358
<SHARES-REINVESTED> 36,491
<NET-CHANGE-IN-ASSETS> (19,089,409)
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<ACCUMULATED-GAINS-PRIOR> (3,120,748)
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<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 255,588
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 434,163
<AVERAGE-NET-ASSETS> 34,526,760
<PER-SHARE-NAV-BEGIN> 9.470
<PER-SHARE-NII> 0.600
<PER-SHARE-GAIN-APPREC> (0.070)
<PER-SHARE-DIVIDEND> 0.590
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 9.410
<EXPENSE-RATIO> 0.87
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000

</TABLE>

<S> <C>

<ARTICLE> 6
<SERIES>
<NUMBER> 04
<NAME> RIMCO Monument Funds
RIMCO Monument Stock Fund

<PERIOD-TYPE> 12-Mos
<FISCAL-YEAR-END> Apr-30-1997
<PERIOD-END> Apr-30-1997
<INVESTMENTS-AT-COST> 72,324,871
<INVESTMENTS-AT-VALUE> 89,744,592
<RECEIVABLES> 355,249
<ASSETS-OTHER> 16,233
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 90,116,074
<PAYABLE-FOR-SECURITIES> 940,836
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 33,491
<TOTAL-LIABILITIES> 974,327
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 62,047,764
<SHARES-COMMON-STOCK> 5,782,109
<SHARES-COMMON-PRIOR> 5,353,082
<ACCUMULATED-NII-CURRENT> 98,940
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 9,575,322
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 17,419,721
<NET-ASSETS> 89,141,747
<DIVIDEND-INCOME> 1,631,730
<INTEREST-INCOME> 174,060
<OTHER-INCOME> 0
<EXPENSES-NET> 755,498
<NET-INVESTMENT-INCOME> 1,050,292
<REALIZED-GAINS-CURRENT> 13,715,852
<APPREC-INCREASE-CURRENT> (2,163,305)
<NET-CHANGE-FROM-OPS> 12,602,839
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,013,053
<DISTRIBUTIONS-OF-GAINS> 13,232,044
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,490,755
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<SHARES-REINVESTED> 290,990
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<ACCUMULATED-GAINS-PRIOR> 9,091,514
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 622,704
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 855,131
<AVERAGE-NET-ASSETS> 82,807,767
<PER-SHARE-NAV-BEGIN> 15.840
<PER-SHARE-NII> 0.200
<PER-SHARE-GAIN-APPREC> 2.280
<PER-SHARE-DIVIDEND> 0.200
<PER-SHARE-DISTRIBUTIONS> 2.710
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 15.410
<EXPENSE-RATIO> 0.91
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000

</TABLE>

<S> <C>

<ARTICLE> 6
<SERIES>
<NUMBER> 05
<NAME> RIMCO Monument Funds
RIMCO Monument Small Capitalization Equity Fund

<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Apr-30-1997
<PERIOD-END> Apr-30-1997
<INVESTMENTS-AT-COST> 27,722,337
<INVESTMENTS-AT-VALUE> 27,161,218
<RECEIVABLES> 1,048,467
<ASSETS-OTHER> 4,297
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 28,213,982
<PAYABLE-FOR-SECURITIES> 410,419
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 26,436
<TOTAL-LIABILITIES> 436,855
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 25,541,452
<SHARES-COMMON-STOCK> 2,170,932
<SHARES-COMMON-PRIOR> 1,367,858
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2,796,794
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (561,119)
<NET-ASSETS> 27,777,127
<DIVIDEND-INCOME> 112,848
<INTEREST-INCOME> 101,540
<OTHER-INCOME> 0
<EXPENSES-NET> 231,637
<NET-INVESTMENT-INCOME> (17,249)
<REALIZED-GAINS-CURRENT> 3,370,741
<APPREC-INCREASE-CURRENT> (4,671,477)
<NET-CHANGE-FROM-OPS> (1,317,985)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 1,336,383
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,058,741
<NUMBER-OF-SHARES-REDEEMED> 262,516
<SHARES-REINVESTED> 6,849
<NET-CHANGE-IN-ASSETS> 8,847,746
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 779,685
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 184,690
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 337,586
<AVERAGE-NET-ASSETS> 22,993,809
<PER-SHARE-NAV-BEGIN> 14.100
<PER-SHARE-NII> (0.010)
<PER-SHARE-GAIN-APPREC> (0.470)
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> 0.820
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 12.800
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000

</TABLE>

RIMCO MONUMENT FUNDS

Federated Investors
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779

(412) 288-1900

June 25, 1997

EDGAR Operations Branch
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, Northwest
Washington, DC 20549

RE: RIMCO MONUMENT FUNDS (the "Trust")
RIMCO MONUMENT U.S. TREASURY MONEY MARKET FUND
RIMCO MONUMENT PRIME MONEY MARKET FUND
RIMCO MONUMENT BOND FUND
RIMCO MONUMENT STOCK FUND
RIMCO MONUMENT SMALL CAPITALIZATION EQUITY FUND
1933 Act File No. 33-40428
1940 Act File No. 811-6309

Dear Sir or Madam:

Post-Effective Amendment No. 10 under the Securities Act of 1933 and
Amendment No. 10 under the Investment Company Act of 1940 to the Registration
Statement of the above-referenced Trust is hereby electronically transmitted.
This filing has been electronically redlined to indicate the changes from the
Trust's currently effective Registration Statement.

This Trust is marketed through banks, savings associations or credit
unions.

As indicated on the facing page of the Amendment, the Registrant has
specified that it is to become effective June 30, 1997, pursuant to paragraph
(b) of Rule 485 under the Securities Act of 1933.

If you have any questions regarding this filing, please call me at
(412) 288-6929.

Very truly yours,

/s/ Jennifer R. Connor
Jennifer R. Connor
Compliance Analyst

Enclosures