RIGGS FUNDS, 485APOS, 1999-10-12

RIGGS FUNDS
485APOS, 1999-10-12

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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. 18 ..................................... X
---- ---

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X

Amendment No. 18 .................................................... X
---- ---

RIGGS FUNDS
(Exact Name of Registrant as Specified in Charter)

Federated Investors Funds
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7910
(Address of Principal Executive Offices)

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

John W. McGonigle, Esquire,
Federated Investors Tower,
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
(Notices should be sent to the Agent for Service)

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b).
_ on pursuant to paragraph (b).
_ 60 days after filing pursuant to paragraph (a) (i).
X on December 10, 1999 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:

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

Copies To:

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

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. SUBJECT TO
COMPLETION

November 5, 1999

Prospectus

RIGGS FUNDS

CLASS B SHARES
Riggs Large Cap Growth Fund

As with all mutual funds, the Securities and Exchange Commission (SEC) has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.

Contents
Fund Goals, Strategies, Performance and Risk 2
The Funds' Fees and Expenses 3
Principal Securities in Which the Funds Invest 4
Specific Risks of Investing in the Fund 5
What do Shares Cost? 5
How is the Fund Sold? 6
How to Purchase Shares 7
How to Redeem and Exchange Shares 8
Account and Share Information 10
Who Manages the Funds? 12
Financial Information 13

december , 1999

<PAGE>

FUND GOALS, STRATEGIES, PERFORMANCE AND RISK

Riggs Funds offer nine portfolios, including three equity funds, four
fixed income funds and two money market funds. This prospectus relates to one of
the equity funds: Riggs Large Cap Growth Fund (the "Fund"). The following
describes the investment goals, strategies, and principal risks of the Fund.
There can be no assurance that the Fund will achieve its goal.

The investment objective of the Fund described in this section may only
be changed upon the approval of a majority of the outstanding shares of the
Fund. The investment strategies are not fundamental and may be changed without
shareholder approval.

The Shares offered by this prospectus are not deposits or obligations
of any bank, including Riggs Bank, are not endorsed or guaranteed by any bank
and are not insured or guaranteed by the U.S. government, the Federal Deposit
Insurance Corporation, the Federal Reserve Board, or any other government
agency.

riggs large cap growth fund

Goal

Seeks to provide capital appreciation.

Strategy

The Fund pursues its investment objective by investing at least 65% of its
assets in common stocks of large capitalization growth companies (companies
having market capitalizations in excess of $10 billion) traded in the U.S. stock
markets. The Fund will invest primarily in companies which, in the adviser's
opinion, have strong sustainable competitive advantages in their respective
industries. To identify these companies, the investment adviser will perform a
fundamental analysis of the issuer, focusing on the issuer's historical and
projected future growth of revenues and earnings. The adviser uses a "growth"
style of investing, seeking stocks with high earnings growth which, in the
opinion of the adviser, will lead to appreciation in stock price. The adviser
may sell a portfolio security if it determines that the issuer's prospects have
deteriorated or if it finds an attractive security which it deems to have
superior risk and return characteristics to a security held by the Fund.

Companies with smaller characteristics may be grouped together in broad
categories called sectors. The adviser may from time-to-time allocate a
substantial portion of the Fund's securities to a small number of sectors, or to
a single sector.

Risk Return Bar Chart and Table

A performance bar chart and total return information for the Fund will be
provided after the Fund has been in operation for a full calendar year.

Risks

All mutual funds take investment risks. Therefore, it is possible to lose money
by investing in the Fund. The primary risk factors that may reduce the Fund's
returns include:

o Stock Market Risks. The value of equity securities in the Fund's
portfolio will fluctuate and, as a result, the Fund's share price may decline
suddenly or over a sustained period of time.

o Risks Relating to Investing for Growth. Due to their high valuations,
growth stocks are typically more volatile than value stocks.

o Risks of Foreign Investing. Foreign securities pose additional risks
because foreign economic or political conditions may be less favorable than
those of the United States. Securities in foreign markets may also be subject to
taxation policies that reduce returns for U.S. investors.

o Sector Risks. Because a Fund may allocate relatively more assets to certain
industry sectors and geographic regions than others, a Fund's performance may
be more susceptible to any developments which affect those sectors or
geographic areas emphasized by a Fund.

<PAGE>

What are the Fund's Fees and Expenses?

large cap growth fund

FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund's Class B Shares.

Shareholder Fees

Fees Paid Directly From Your Investment
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering
price) None Maximum Deferred Sales Charge (Load) (as a percentage of original
purchase price or redemption proceeds, as applicable) 5.00% Maximum Sales Charge
(Load) Imposed on Reinvested Dividends (and other Distributions) (as a
percentage of offering price). None Redemption Fee (as a percentage of amount
redeemed, if applicable) None Exchange Fee None

Annual Fund Operating Expenses (Before Waivers) 1
Expenses That are Deducted From Fund Assets
(as a percentage of projected average net assets)
Management Fee 0.75%
Distribution (12b-1) Fee 2 0.75%
Shareholder Services Fee 3 0.25%
Other Expenses 4 0.69%
Total Annual Fund Operating Expenses 2.44%
- ------------------------------------------------------------------------------

1 Although not contractually obligated to do so, the distributor and
shareholder services provider anticipate waiving certain amounts. These are
shown below along with the net expenses the fund expects to pay for the
fiscal year ending April 30, 2000.

Total Waivers of Fund Expenses 1.00%
Total Actual Annual Fund Expenses (after waivers) 1.44%

2 The Fund does not anticipate accruing or paying distribution (12b-1) fees.
This voluntary waiver can be terminated any time. If the Fund were to accrue
or pay distribution (12b-1) fees, it could pay up to 0.75% of its average net
assets.

3 The Fund does not anticipate accruing or paying shareholder services fees.
This voluntary waiver can be terminated any time. If the Fund were to accrue
or pay shareholder services fees, it could pay up to 0.25% of its average net
assets.

4. Other expenses are based on estimated amounts for the fiscal year ending
April 30, 2000.

<PAGE>

EXAMPLE
The following Example is intended to help you compare the cost of investing in
the Fund's Class B Shares with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in the Fund's Class B Shares for the
time periods indicated and then redeem all of your shares at the end of those
periods. Expenses assuming no redemption are also shown. The Example also
assumes that your investment has a 5% return each year and that the Fund's Class
B Shares' operating expenses are before waivers as shown in the Table and remain
the same. Although your actual costs may be higher or lower, based on these
assumptions your costs would be:

...................................1 Year... 3 Years 5 Years 10 Years
- -----------------------------------------------------------------------------------------------------------
Expenses assuming redemption .$747..... $1,061 $1,401 $2,776
- ----------------------------------------------------------------------------------------------------------
Expenses assuming no redemption .......$247 $ 761 $1,301 $2,776
- -------------------------------------------------------------------------------------------------------------------

</TABLE>

PRINCIPAL SECURITIES IN WHICH THE FUND INVESTS

Equity Securities
Equity securities represent a share of an issuer's earnings and assets, after
the issuer pays its liabilities. The Fund cannot predict the income it will
receive from equity securities because issuers generally have discretion as to
the payment of any dividends or distributions. However, equity securities offer
greater potential for appreciation than many other types of securities, because
their value increases directly with the value of the issuer's business.

The following describes the principal types of equity securities in which the
Fund may invest.

Common Stocks
Common stocks are the most prevalent type of equity security. Common
stocks receive the issuer's earnings after the issuer pays its
creditors and any preferred stockholders. As a result, changes in an
issuer's earnings directly influence the value of its common stock.

Depositary Receipts
The Fund may invest in American Depositary Receipts (ADRs). Depositary receipts
represent interests in underlying securities issued by a foreign company.
Depositary receipts are not traded in the same market as the underlying
security. The foreign securities underlying ADRs are traded in the United
States. ADRs provide a way to buy shares of foreign-based companies in the
United States rather than in overseas markets. ADRs are also traded in U.S.
dollars, eliminating the need for foreign exchange transactions. Depositary
receipts involve many of the same risks of investing directly in foreign
securities, including risks of foreign investing.

Portfolio Turnover
The Fund actively trades its portfolio securities in an attempt to achieve their
investment objectives. Active trading will cause the Fund to have an increased
portfolio turnover rate, which is likely to generate shorter-term gains (losses)
for its shareholders, which are taxed at a higher rate than longer-term gains
(losses). Actively trading portfolio securities increases the Fund's trading
costs and may have an adverse impact on the Fund's performance.

Temporary Defensive Investments
The Fund may temporarily depart from its principal investment strategy by
investing its assets in cash and shorter-term debt securities and similar
obligations. It may do this to minimize potential losses and maintain liquidity
to meet shareholder redemptions during adverse market conditions. This may cause
the Fund to give up greater investment returns to maintain the safety of
principal, that is, the original amount invested by shareholders. Temporary
investments will be of comparable quality to other securities in which the Fund
invests, these securities may be subject to federal income tax and may cause the
Fund to receive and distribute taxable income to investors.

SPECIFIC RISKS OF INVESTING IN THE FUND

Stock Market Risks
o The value of equity securities in the Fund's portfolio will rise and fall.
These fluctuations could be a sustained trend or a drastic movement. The
Fund's portfolio will reflect changes in prices of individual portfolio
stocks or general changes in stock valuations. Consequently, the Fund's share
price may decline.

o The Adviser attempts to manage market risk by limiting the amount the Fund
invest in each company's equity securities. However, diversification will not
protect the Fund against widespread or prolonged declines in the stock
market.

Risks Related to Investing for Growth
o Due to their relatively high valuations, growth stocks are typically more
volatile than value stocks. For instance, the price of a growth stock may
experience a larger decline on a forecast of lower earnings, a negative
fundamental development, or an adverse market development. Further, growth
stocks may not pay dividends or may pay lower dividends than value stocks.
This means they depend more on price changes for returns and may be more
adversely affected in a down market compared to value stocks that pay higher
dividends.

Risks of Foreign Investing
o Foreign securities pose additional risks because foreign economic or
political conditions may be less favorable than those of the United States.
Securities in foreign markets may also be subject to taxation policies that
reduce returns for U.S. investors.

o Foreign companies may not provide information (including financial
statements) as frequently or to as great an extent as companies in the United
States. Foreign companies may also receive less coverage than United States
companies by market analysts and the financial press. In addition, foreign
countries may lack uniform accounting, auditing and financial reporting
standards or regulatory requirements comparable to those applicable to U.S.
companies. These factors may prevent the Fund and its Adviser from obtaining
information concerning foreign companies that is as frequent, extensive and
reliable as the information available concerning companies in the United
States.

o Foreign countries may have restrictions on foreign ownership of securities or
may impose exchange controls, capital flow restrictions or repatriation
restrictions which could adversely affect the liquidity of the Fund's
investments.

Sector Risks
o A substantial part of the Fund's portfolio may be comprised of securities
issued or credit enhanced by companies in similar businesses or with other
similar characteristics. As a result, the Fund will be more susceptible to
any economic, business, political, or other developments which generally
affect these issuers.

WHAT DO SHARES COST?

You can purchase, redeem, or exchange Class B Shares any day the New York Stock
Exchange (NYSE) is open. When the Fund receives your transaction request in
proper form (as described in the prospectus) it is processed at the next
calculated net asset value (NAV). The Fund does not charge a front-end sales
charge. The NAV for the Fund is determined at the end of regular trading
(normally 4:00 p.m. Washington, D.C. time) each day the NYSE is open. If the
Fund purchases foreign securities that trade in foreign markets on days the NYSE
is closed, the value of the Fund's assets may change on days you cannot purchase
or redeem Shares. The Fund generally values equity securities according to the
last sale price in the market in which they are primarily traded (either a
national securities exchange or the over-the-counter market).

The minimum initial investment in the Fund is $1000, except for an Individual
Retirement Account ("IRA") which requires a minimum initial investment of $500.
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 Riggs
Funds.

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. Keep in mind
that investment professionals may charge you fees for their services in
connection with your Share transactions.

SALES CHARGE WHEN YOU REDEEM
Shareholders redeeming Class B Shares (and any Class R Shares of Riggs Prime
Money Market Fund acquired in exchange for Class B Shares) from the Fund within
five years of the purchase date will be charged a contingent deferred sales
charge (CDSC). The CDSC will be deducted from the redemption proceeds otherwise
payable to the shareholder and will be retained by the distributor. In
determining the applicability of the CDSC, the required holding period for new
shares received through an exchange will include the period for which the
original shares were held. Any applicable CDSC will be imposed on the lesser of
the net asset value of the redeemed shares at the time of purchase or the net
asset value of the redeemed shares at the time of redemption in accordance with
the following schedule:

Year of Redemption Contingent Deferred
After Purchase Sales Charge
- ---------------- ------------
First 5.00%
Second 4.00%
Third 3.00%
Fourth 2.00%
Fifth 1.00%
Sixth 0.00%

You will not be charged a CDSC when redeeming Shares:

o purchased with reinvested dividends or capital gains;

o following the death or disability, as defined in Section 72(m)(7) of the
Internal Revenue Code of 1986, of the last surviving shareholder;

o representing minimum required distributions from an Individual Retirement
Account or other retirement plan to a shareholder who has attained the age
of 70 1/2;

o if the Fund redeems your Shares and closes your account for not meeting the
minimum balance; and

o which are qualifying redemptions of shares under a Systematic Withdrawal
Program.

To keep the sales charge as low as possible, the Fund redeems your Shares in
this order:

o Shares that are not subject to a CDSC; and

o Shares held the longest .

The CDSC is then calculated using the share price at the time of purchase or
redemption, whichever is lower.

HOW IS THE FUND SOLD?

The Funds' Distributor, Federated Securities Corp., markets the Shares described
in this prospectus. The Fund offers two share classes: Class B Shares and Class
R Shares, each representing interests in a single portfolio of securities. This
prospectus relates only to Class B Shares. Class B Shares are sold primarily to
retail customers through broker/dealers which are not affiliated with Riggs
Bank. Each share class has different expenses which affect their performance.
Class R Shares are subject to a 0.25% Rule 12b-1 fee, a 0.25% shareholder
services fee, and Class R Shares impose a (maximum) 2% CDSC. For more
information concerning Class R Shares contact Riggs Investment Corp. at (202)
835-5300 or outside the Washington, D.C. metropolitan area toll-free at
1-800-934-3883.

When the Distributor receives marketing fees, it may pay some or all of them to
investment professionals. The Distributor and its affiliates may pay out of
their assets other amounts (including items of material value) to investment
professionals for marketing and servicing Shares. The Distributor is a
subsidiary of Federated Investors, Inc. (Federated).

RULE 12B-1 PLAN
The Fund has adopted a Rule 12b-1 Plan, which allows it to pay marketing fees to
the Distributor and investment professionals for the sale, distribution and
customer servicing of the Fund's Class B Shares at an annual rate of up to 0.75%
of the average net assets. Because these Shares pay marketing fees on an ongoing
basis, your investment cost may be higher over time than other shares with
different sales charges and marketing fees.

HOW TO PURCHASE SHARES

You may purchase Shares through broker/dealers which are not affiliated with
Riggs Bank or through an exchange from another Riggs Fund. The Fund reserves the
right to reject any request to purchase or exchange Shares. Shares will be
purchased at net asset value after the Fund receives the purchase request from
Riggs Investment Corp. Purchase requests through authorized brokers and dealers
must be received by Riggs Investment Corp. 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 AN EXCHANGE
You may purchase Class B Shares of the Fund through an exchange from Class B
Shares of another Riggs Fund and for Class R Shares of Riggs Prime Money Market
Fund. You must meet the minimum initial investment requirement for purchasing
Shares and both accounts must have identical registrations.

BY 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 Riggs Funds and invested in Fund
shares at the net asset value next determined after an order is received.
Shareholders may apply for participation in this program through Riggs
Investment Corp., Riggs Bank or an authorized broker or dealer.

BY AUTOMATED CLEARING HOUSE (ACH)
Once you have opened an account, you may purchase additional Shares through a
depository institution that is an ACH member. This purchase option can be
established by completing the appropriate sections of the New Account Form.

Through RIGGS FUNDS ONLINE sm
You may purchase Fund shares via the Internet through Riggs Funds OnLine SM at
www.riggsbank.com. See "Fund Transactions through Riggs Funds OnLine sm" in the
Account and Share Information Section.

RETIREMENT INVESTMENTS

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

Conversion of Class B Shares
Class B Shares will automatically convert into Class R Shares after six full
years from the purchase date. Such conversion will be on the basis of the
relative net asset value per share, without the imposition of any charges. Class
B Shares acquired by exchange from Class B Shares of another fund will convert
into Class R Shares based on the time of the initial purchase.

HOW TO REDEEM AND EXCHANGE SHARES

The Fund redeems Class B Shares (and any Class R Shares of Riggs Prime Money
Market Fund acquired in exchange for Class B Shares) at their net asset value,
less any applicable CDSC, next determined after Riggs Investment Corp.
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 Investment Corp.

DIRECTLY FROM THE FUND

By Telephone

You may redeem or exchange Shares by calling Riggs Investment Corp. once you
have completed the appropriate authorization form for telephone transactions.
Although Riggs Investment Corp. 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.

Redemption requests must be received before the end of regular trading on the
NYSE (normally 4:00 p.m. Washington, D.C. time) in order for shares to be
redeemed at that day's NAV.

By Mail
You may redeem or exchange Shares by mailing a written request to:

Riggs Investment Corp.
P.O. Box 96656
Washington, D.C. 20090-6656

Send requests by private courier or overnight delivery service to:

Riggs Investment Corp.
808 17th Street, N.W. - 11th Floor
Washington, D.C. 20006
All requests must include:
o Fund Name, Share Class and account number;

o amount to be redeemed or exchanged;

o signatures of all shareholders exactly as registered; and

o if exchanging, the Fund Name and Share Class, account number and account
registration into which you are exchanging.

Signature Guarantees Signatures must be guaranteed if:

o your redemption will be sent to an address other than the address of
record;

o your redemption will be sent to an address of record that was changed
within the last 30 days; or

o if exchanging (transferring) into another fund with a different
shareholder registration.

A signature guarantee is designed to protect your account from fraud. Obtain a
signature guarantee from a bank or trust company, savings association, credit
union or broker, dealer, or securities exchange member. A notary public cannot
provide a signature guarantee.

PAYMENT METHODS FOR REDEMPTIONS
Your redemption proceeds will be mailed by check to your address of record. The
following payment options are available if you complete the appropriate section
of the New Account Form or an Account Service Options Form. These payment
options require a signature guarantee if they were not established when the
account was opened:

o an electronic transfer to your account at a financial institution that
is an ACH member; or

o wire payment to your account at a domestic commercial bank that is a Federal
Reserve System member.

Redemption in Kind
Although the Fund intends to pay Share redemptions in cash, it reserves the
right to pay the redemption price in whole or in part by a distribution of the
Fund portfolio securities.

LIMITATIONS ON REDEMPTION PROCEEDS
Redemption proceeds normally are wired or mailed within one business day after
receiving a request in proper form. Payment may be delayed up to seven days:

o to allow your purchase to clear;

o during periods of market volatility; or

o when a shareholder's trade activity or amount adversely impacts the Funds'
ability to manage their assets.

You will not accrue interest or dividends on uncashed checks from a Fund if
those checks are undeliverable and returned to the Fund.

REDEMPTIONS FROM RETIREMENT ACCOUNTS
In the absence of your specific instructions, 10% of the value of your
redemption from a retirement account in a Fund may be withheld for taxes. This
withholding only applies to certain types of retirement accounts.

systematic withdrawal program
You may automatically redeem Shares in a minimum amount of $50 on a regular
basis. 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. This program
may reduce, and eventually deplete, your account. Payments should not be
considered yield or income.

EXCHANGE PRIVILEGE
A shareholder may generally exchange Class B Shares of one Fund for Class B
Shares of another Fund in the Trust, or exchange Class B Shares of one Fund for
Class R Shares of Riggs Prime Money Market Fund at net asset value. Exchanges
can be made by writing to or calling Riggs Investment Corp. at (202) 835-5300 or
outside the Washington, D.C. metropolitan area toll-free at 1-800-934-3883. A
contingent deferred sales charge ("CDSC") is not assessed in connection with
such exchanges, but if the shareholder redeems shares within five years of the
original purchase, a CDSC will be imposed. For purposes of computing the CDSC,
the length of time the shareholder has owned shares will be measured from the
date of original purchase and will not be affected by the exchange.

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.

To execute an order to exchange you must first:

o complete an authorization form permitting a Fund to accept telephone
exchange requests;

o ensure that the account registrations are identical;

o meet any minimum initial investment requirements;

o specify the dollar value or number of shares to be exchanged; and

o receive a prospectus for the fund into which you wish to exchange.

An exchange is treated as a redemption and a subsequent purchase, and is a
taxable transaction.

The Funds may modify or terminate the exchange privilege at any time. The Funds'
management or investment adviser may determine from the amount, frequency and
pattern of exchanges that a shareholder is engaged in excessive trading that is
detrimental to a Fund and other shareholders. If this occurs, a Fund may
terminate the availability of exchanges to that shareholder.

Shareholders may obtain further information on the exchange privilege by calling
Riggs Funds Shareholder Services at (202) 835-5300 or outside the Washington,
D.C. metropolitan area toll-free at 1-800-934-3883.

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.
Shareholders interested in participating in this program should contact Riggs
Funds Shareholder Services.

ADDITIONAL CONDITIONS

Telephone Transactions
The Funds will record your telephone instructions. If a Fund does not follow
reasonable procedures, it may be liable for losses due to unauthorized or
fraudulent telephone instructions.

Share Certificates
The Funds no longer issues share certificates. If you are redeeming or
exchanging Shares represented by certificates previously issued by a Fund, you
must return the certificates with your written redemption or exchange request.
For your protection, send your certificates by registered or certified mail, but
do not endorse them.

ACCOUNT AND SHARE INFORMATION

Fund Transactions Through Riggs Funds OnLine SM.
If you have previously established an account with the Funds, and have signed
the Riggs Funds OnLine SM Agreement, you may purchase shares through the Riggs
Funds Internet Site on the World Wide Web (http://www.riggsbank.com) (the Web
Site). You may also check your Fund account balance(s) and historical
transactions through the Web Site. You cannot, however, establish a new Fund
account through the Web Site--you may only establish a new Client account under
the methods described in the How to Purchase Shares section.

Trust customers of Riggs Bank N.A. should contact their account officer for
information on the availability of transactions over the Internet.

You should contact Riggs Funds Shareholder Services (RFSS) at (202) 835-5300 or
outside the Washington D.C. metropolitan area toll-free at 1-800-934-3883 to get
started. RFSS will provide instructions on how to create and activate your
Personal Identification Number (PIN). If you forget or lose your PIN number,
contact RFSS.

Online Conditions
Because of security concerns and costs associated with maintaining the Web Site,
purchases through the Web Site are subject to the following daily minimum and
maximum transaction amounts:

.........Minimum..Maximum

Purchases .........$____............$_________

Your transactions through the Web Site are effective at the time they are
received by the Fund, and are subject to all of the conditions and procedures
described in this prospectus.

Shareholders may not change their address of record, registration, or wiring
instructions through the Web Site. The Web Site privilege may be modified at any
time, but you will be notified in writing of any termination of the privilege.

Online Risks
Shareholders that utilize the Web Site for account histories or transactions
should be aware that the Internet is an unsecured, unstable, unregulated and
unpredictable environment. Your ability to use the Web Site for transactions is
dependent upon the Internet and equipment, software, systems, data and services
provided by various vendors and third parties (including telecommunications
carriers, equipment manufacturers, firewall providers and encryption system
providers).

While the Fund and its service providers have established certain security
procedures, the Fund, its distributor and transfer agent cannot assure you that
inquiries or trading activity will be completely secure. There may also be
delays, malfunctions or other inconveniences generally associated with this
medium. There may be times when the Web Site is unavailable for Fund
transactions, which may be due to the Internet or the actions or omissions of
any third party--should this happen, you should consider purchasing, redeeming
or exchanging shares by another method. The Riggs Funds, its transfer agent,
distributor and RFSS are not responsible for any such delays or malfunctions,
and are not responsible for wrongful acts by third parties, as long as
reasonable security procedures are followed.

CONFIRMATIONS AND ACCOUNT STATEMENTS
You will receive confirmation of purchases, redemptions and exchanges except for
systematic transactions. In addition, you will receive periodic statements
reporting all account activity, including systematic transactions, dividends and
capital gains paid.

DIVIDENDS AND CAPITAL GAINS
Dividends on the Fund are declared and paid quarterly. Unless cash payments are
requested by shareholders in writing to the 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.

In addition, the Fund pays any capital gains at least annually. Your dividends
and capital gains distributions will be automatically reinvested in additional
Shares without a sales charge, unless you elect cash payments.

If you purchase Shares just before the Fund declares a dividend or capital gain
distribution, you will pay the full price for the Shares and then receive a
portion of the price back in the form of a taxable distribution, whether or not
you reinvest the distribution in Shares. Therefore, you should consider the tax
implications of purchasing Shares shortly before the Fund declares a dividend or
capital gain.

ACCOUNTS WITH LOW BALANCES
Due to the high cost of maintaining accounts with low balances, accounts may be
closed if redemptions or exchanges cause the account balance to fall below the
minimum initial investment amount. Before an account is closed, you will be
notified and allowed 30 days to purchase additional Shares to meet the minimum.
The required minimum 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.

TAX INFORMATION
The Fund sends an annual statement of your account activity to assist you in
completing your federal, state and local tax returns. Fund distributions of
dividends and capital gains are taxable to you whether paid in cash or
reinvested in the Fund. Dividends are taxable as ordinary income; capital gains
are taxable at different rates depending upon the length of time the Fund holds
its assets.

Fund distributions are expected to be both dividends and capital gains.
Redemptions and exchanges are taxable sales. Please consult your tax adviser
regarding your federal, state, and local tax liability.

WHO MANAGES THE FUND?

The Board of Trustees governs the Fund. The Board selects and oversees the
Adviser, Riggs, N.A. The Adviser manages the Fund assets, including buying and
selling portfolio securities. The Adviser's address is 800 17th Street N.W.,
Washington, D.C. 20006.

Riggs Bank, N.A. is a subsidiary of Riggs National Corporation, a bank holding
company. Riggs Bank, N.A., or its subsidiary Riggs Investment Management
Corporation. ("RIMCO"), has advised the Riggs Funds since September 1991, and as
of April 30, 1999, provides investment advice for assets approximating $2.7
billion. RIMCO has a varied client base of approximately 100 other relationships
including corporate, union and public pension plans, foundations, endowments and
associations.

The Adviser has delegated daily management of the Fund to J. Bush & Co., as
Sub-Advisor. J. Bush & Co. manages over ______ billion in _____ mutual funds,
and _____ commingled accounts. In addition, J. Bush & Co. is a sub-adviser to
several clients with various accounts totaling more than ______ billion.

The Sub-Adviser is paid by the Adviser and not by the Fund. The Sub-Adviser's
address is: J. Bush & Co., 55 Whitney Avenue, New Haven, CT 06510.

The Fund's portfolio managers are:

Jonathan Bush, manager of the Fund, is the Chairman and Chief Executive Officer
of J. Bush & Co., Inc. He founded the Company in 1970. He is a graduate of Yale
University (B.A.) and New York University School of Business (M.B.A.). In
addition to managing portfolios at J. Bush & Co., Mr. Bush is a member of the
Board and former chairman of the United Negro College Fund and a Director of the
Yale New Haven Hospital and Vista of Westbrook, Inc. Mr. Bush serves as a
director of Russell Reynolds Associates. He is a former Board member of Inwood
House (the home for unwed mothers), the Eye Bank for sight Restoration, The Yale
Alumni Fund, the Boys' Club of New York, and Miss Porter's School, and a former
New York State Finance Committee Chairman and member of the Executive Committee
of the New York State Republican State Committee, Co-chairman of Reagan/Bush
1984, and New York General Chairman of Bush/Quayle 1988. Mr. Bush holds honorary
degrees from Bethune-Cookman College, St. Augustine's College, and Stillman
College. He is the son of the late Senator Prescott Bush and the brother of
former President George Bush.

Russ Schmiedel Alstott, manager of the Large Cap Growth Fund, joined J.
Bush & Co. in 1998 and serves as the firm's Chief Investment Officer and
Executive Vice President. Mr. Alstott's education includes: A.B. summa cum laude
from Harvard College in 1984; J.D. from the Yale Law School in 1989 and senior
editor of the Yale Law Journal; and M.B.A. from the Stanford Graduate School of
Business in 1989. His business experience includes: two years as an investment
banker in corporate finance and capital markets at Morgan Stanley in New York
(1989-1991); five years as a strategic management consultant at McKinsey &
Company in New York (1991-1996); and one year as Vice President of a small
business venture wholly-owned by Corning, Inc. in New Jersey (1996-1997).

Advisory Fees
The Adviser receives an annual investment advisory fee at an annual rate of up
to 0.75% of the Fund's average net assets. The Adviser may voluntarily waive a
portion of its fee or reimburse the Funds for certain operating expenses.

<PAGE>

Year 2000 Readiness
The "Year 2000" problem is the potential for computer errors or failures because
certain computer systems may be unable to interpret dates after December 31,
1999 or experience other date-related problems. The Year 2000 problem may cause
systems to process information incorrectly and could disrupt businesses, such as
the Fund's, that rely on computers.

While it is impossible to determine in advance all of the risks to the Fund, the
Fund could experience interruptions in basic financial and operational
functions. Fund shareholders could experience errors or disruptions in Fund
share transactions or Fund communications.

The Fund's service providers are making changes to their computer systems to fix
any Year 2000 problems. In addition, they are working to gather information from
third-party providers to determine their Year 2000 readiness.

Year 2000 problems would also increase the risks of the Fund's investments. To
assess the potential effect of the Year 2000 problem, the Adviser is reviewing
information regarding the Year 2000 readiness of issuers of securities the Funds
may purchase. However, this may be difficult with certain issuers. For example,
funds dealing with foreign service providers or investing in foreign securities
will have difficulty determining the Year 2000 readiness of those entities.

The financial impact of these issues for the Fund is still being determined.
There can be no assurance that potential Year 2000 problems would not have a
material adverse effect on the Fund.

FINANCIAL INFORMATION

FINANCIAL HIGHLIGHTS
The Fund's fiscal year end is April 30. As this is the Fund's first fiscal year,
financial information is not yet available.

<PAGE>

RIGGS FUNDS

CLASS B SHARES
Riggs Large Cap Growth Fund

A Statement of Additional Information (SAI) dated December , 1999, is
incorporated by reference into this prospectus. Additional information about the
Fund and its investments is contained in the Funds' SAI, and Annual and
Semi-Annual Reports to shareholders as they become available. To obtain the SAI,
Annual Report, Semi-Annual Report and other information without charge, call
your investment professional or contact Riggs Funds Shareholder Services at
(202) 835-5300 or outside the Washington, D.C. metropolitan area toll-free at
1-800-934-3883.

You can obtain information about the Fund (including the SAI) by writing to or
visiting the Public Reference Room in Washington, D.C. You may also access fund
information from the EDGAR Database on the SEC's Internet site at
http://www.sec.gov. You can purchase copies of this information by contacting
the SEC by email at [email protected]. or by writing to the SEC's Public
Reference Section, Washington, D.C 20549-0102. Call 1-202-942-8090 for
information on the Public Reference Room's operations and copying fees

Investment Company Act File No. 811-6309

Cusip 76656A___

G02713-01 (12/99)

November 5, 1999

Prospectus

RIGGS FUNDS

CLASS R SHARES
Riggs Bond Fund
Riggs Intermediate Tax Free Bond Fund
Riggs Large Cap Growth Fund
Riggs Long Term Tax Free Bond Fund

Contents
Fund Goals, Strategies, Performance and Risk 2
The Funds' Fees and Expenses 6
Principal Securities in Which the Funds Invest 7
Specific Risks of Investing in the Funds 11
What do Shares Cost? 14
How are the Funds Sold? 15
How to Purchase Shares 15
How to Redeem and Exchange Shares 17
Account and Share Information 19
Who Manages the Funds? 21
Financial Information 22

December , 1999

<PAGE>

FUND GOALS, STRATEGIES, PERFORMANCE AND RISK

Riggs Funds offer nine portfolios, including three equity funds, four
income funds and two money market funds. This prospectus relates to the
following four Riggs Funds: Riggs Bond Fund, Riggs Intermediate Tax Free Bond
Fund, Riggs Large Cap Growth Fund and Riggs Long Term Tax Free Bond Fund (the
"Funds"). The following describes the investment goals, strategies, and
principal risks of each Fund. There can be no assurance that a Fund will achieve
its goal.

The investment objective of each Fund described in this section may
only be changed upon the approval of a majority of the outstanding shares of the
Fund which would be affected by the change. The investment strategies are not
fundamental and may be changed without shareholder approval.

The Shares offered by this prospectus are not deposits or obligations
of any bank including Riggs Bank N.A., are not endorsed or guaranteed by the
U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve
Board, or any other government agency.

riggs bond fund

Goal

Seeks to provide a high level of current income as is consistent with the
preservation of capital.

Strategy

The Fund pursues its investment objective by investing at least 65% of its
assets in a diversified portfolio of fixed income securities consisting
primarily of U.S. government securities; corporate obligations rated A or higher
by a national rating agency; and mortgage backed securities. The investment
adviser allocates the Fund's portfolio among the various types of fixed income
securities, and adjusts the maturity of the portfolio, by analyzing the expected
relative value of the securities types invested by the Fund, and the expected
changes in interest rates. In selecting a corporate debt obligation, the adviser
analyzes the business, competitive position and financial condition of the
issuer to assess whether the security's potential return outweighs its risk. The
adviser may sell a portfolio security if it determines that the issuer's
prospects have deteriorated or if it finds an attractive security which it deems
to have superior risk and return characteristics to a security held by the Fund.

As a matter of investment policy, under normal market conditions, the adviser
limits the average duration of the portfolio to within 80% to 120% of the
duration of Lehman Brothers Government/Corporate Bond Index. The adviser adjusts
the portfolio's duration within the duration limitation based upon the adviser's
interest rate outlook, generally maintaining a longer duration when rates are
expected to fall, and a shorter duration when they are expected to increase.

Risk Return Bar Chart and Table

A performance bar chart and total return information for the Fund will be
provided after the Fund has been in operation for a full calendar year.

<PAGE>

riggs Intermediate Tax free bond fund

Goal

Seeks to provide a high level of current income which is exempt from federal
income tax consistent with the preservation of principal.

Strategy

The Fund pursues its investment objective by investing primarily in a portfolio
of investment grade tax exempt securities so that at least 80% of its annual
interest income is exempt from federal income tax and not subject to federal
alternative minimum tax for individuals and corporations (AMT). As a matter of
investment policy, under normal market conditions, the adviser limits the
average duration of the portfolio to within 80% to 120% of the duration of
Lehman Brothers 5 Year Municipal Index. The adviser adjusts the portfolio's
duration within the duration limitation based upon the adviser's interest rate
outlook, generally maintaining a longer duration when rates are expected to
fall, and a shorter duration when they are expected to increase.

In selecting individual securities, the adviser performs a fundamental analysis
of the issuer's ability to pay principal and interest on the security to assess
whether the security's potential return outweighs its potential risk. The
adviser attempts to enhance the Fund's income, subject to the Fund's quality and
duration constraints, by purchasing securities offering the highest expected
returns. The adviser may sell a portfolio security if it determines that the
issuer's prospects have deteriorated or if it finds an attractive security which
it deems to have superior risk and return characteristics to a security held by
the Fund.

Risk Return Bar Chart and Table

A performance bar chart and total return information for the Fund will be
provided after the Fund has been in operation for a full calendar year.

riggs Large cap growth fund

Goal

Seeks to provide capital appreciation.

Strategy

Risk Return Bar Chart and Table

A performance bar chart and total return information for the Fund will be
provided after the Fund has been in operation for a full calendar year.

<PAGE>

riggs long term tax free bond fund

Goal

Seeks to provide a high level of current income which is exempt from federal
income tax.

Strategy

The Fund pursues its investment objective by investing primarily in a portfolio
of investment grade tax exempt securities so that at least 80% of its annual
interest income is exempt from federal income tax and not subject to federal
alternative minimum tax for individuals and corporations (AMT). Not all
distributions will be free from AMT. The Fund will invest primarily in long term
securities. As a matter of investment policy, under normal market conditions,
the adviser limits the average duration of the portfolio to within 80% to 120%
of the Lehman Brothers 10 year Municipal Index. The investment adviser adjusts
the portfolio's duration within the duration limitation based on the adviser's
interest rate outlook, generally maintaining a longer duration when rates are
expected to fall, and a shorter duration when they are expected to rise.

In selecting individual securities, the adviser performs a fundamental analysis
of the issuer's ability to pay principal and interest on the security to assess
whether the security's potential return outweighs its potential risk. The
adviser attempts to provide high levels of after tax total return relative to
tax free bond funds with shorter average durations. After tax total return
consists of two components: (1) changes in the market value of the Fund's
portfolio securities and attendant increase or decrease in the market value of
Fund shares; and (2) income received from the Fund's portfolio securities. The
adviser may sell a portfolio security if it determines that the issuer's
prospects have deteriorated, or if it finds an attractive security which it
deems to have superior risk and return characteristics to a security held by the
Fund.

Risk Return Bar Chart and Table

A performance bar chart and total return information for the Fund will be
provided after the Fund has been in operation for a full calendar year.

<PAGE>

PRINCIPAL RISKS OF THE FUNDS
In addition to the risks set forth below that are specific to an investment in a
particular Fund, there are risks common to all mutual funds. For more
information on these risks, see "Specific Risks of Investing in the Funds." For
example, a Fund's share price may decline and an investor could lose money. It
is possible to lose money by investing in any of the Riggs Funds. Also, there is
no assurance that a Fund will achieve its investment objective.

- ------------------------------- -------------- ------------- ------------- --------------
Risks Bond Fund Intermediate Large Cap Long Term
Tax Free Growth Fund Tax Free
Bond Fund Bond Fund
- ------------------------------- -------------- ------------- ------------- --------------
Stock Market Risks (1) o
- ------------------------------- -------------- ------------- ------------- --------------
- ------------------------------- -------------- ------------- ------------- --------------
Liquidity Risks (2) o o o
- ------------------------------- -------------- ------------- ------------- --------------
- ------------------------------- -------------- ------------- ------------- --------------
Risks of Foreign Investing (3) o
- ------------------------------- -------------- ------------- ------------- --------------
- ------------------------------- -------------- ------------- ------------- --------------
Credit Risks (4) o o o
- ------------------------------- -------------- ------------- ------------- --------------
- ------------------------------- -------------- ------------- ------------- --------------
Interest Rate Risks (5) o o o
- ------------------------------- -------------- ------------- ------------- --------------
- ------------------------------- -------------- ------------- ------------- --------------
Call Risks(6) o o
- ------------------------------- -------------- ------------- ------------- --------------
- ------------------------------- -------------- ------------- ------------- --------------
Prepayment Risks (7) o
- ------------------------------- -------------- ------------- ------------- --------------
- ------------------------------- -------------- ------------- ------------- --------------
Sector Risks (8) o o
- ------------------------------- -------------- ------------- ------------- --------------
- ------------------------------- -------------- ------------- ------------- --------------
Risks Related to Investing o
for Growth (9)
- ------------------------------- -------------- ------------- ------------- --------------
- ------------------------------- -------------- ------------- ------------- --------------
Leverage Risks (10) o
- ------------------------------- -------------- ------------- ------------- --------------
- ------------------------------- -------------- ------------- ------------- --------------
Tax Risks (11) o o
- ------------------------------- -------------- ------------- ------------- --------------
</TABLE>

(1) The value of equity securities rise and fall.
(2) Limited trading opportunities for certain securities and the inability to
sell a security at will could result in losses to a Fund.
(3) Foreign economic, political or regulatory conditions may be less favorable
than those of the United States. (4) The possibility that an issuer will default
on a security by failing to pay interest or principal when due. (5) Prices of
fixed income securities rise and fall in response to interest rate changes. (6)
A Fund's performance may be adversely affected by the possibility that an issuer
of a security held by a
Fund may redeem the security prior to maturity at a price below its current
market value. In addition, a redemption may require the Fund to invest the
proceeds of the redemption at a lower interest rate.
(7) When interest rates decline, unscheduled prepayments of principal could
accelerate and require the Fund to reinvest the proceeds of the prepayments
at lower interest rates.
(8) Because a Fund may allocate relatively more assets to certain industry
sectors and geographic regions than others, a Fund's performance may be
more susceptible to any developments which affect those sectors or
geographic areas emphasized by a Fund.
(9) Growth stocks in particular may experience a larger decline on a forecast
of lower earnings, a negative fundamental development or an adverse market
development.
(10) Leverage risk is created when an investment exposes the Fund to a level of
risk that exceeds the amount invested. Changes in the value of such an
investment magnify the Fund's risk of loss and potential for gain.
(11) Any failure of municipal securities invested in by a Fund to meet certain
applicable legal requirements, or any proposed or actual changes in the
federal or a state's tax law, could adversely affect shareholders of a
Fund.

<PAGE>

WHAT ARE THE FUND'S FEES AND EXPENSES?

Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold
Shares of the Funds' Class R Shares

Shareholder Fees Bond Fund Intermediate Large Cap Long Term
Tax Free Growth Tax Free
Bond Fund Fund Bond Fund
Fees Paid Directly From Your Investment
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of None None None None
offering price)
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase 2.00% 2.00% 2.00% 2.00%
price or redemption proceeds, as applicable)
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other None None None None
Distributions) (as a percentage of offering price)
Redemption Fee (as a percentage of amount redeemed, if applicable) None None None None
Exchange Fee None None None None

Annual Fund Operating Expenses (Before Waivers)1
Expenses That are Deducted From Fund Assets (as a percentage of projected
average net assets)
Management Fee 0.75% 0.75% 0.75% 0.75%
Distribution (12b-1) Fee 2 0.25% 0.25% 0.25% 0.25%
Shareholder Services Fee 3 0.25% 0.25% 0.25% 0.25%
Other Expenses 4 0.43% 0.36% 0.69% 0.37%
Total Annual Fund Operating Expenses 1.68% 1.61% 1.94% 1.62%
1 Although not contractually obligated to do so, the distributor and
shareholder services provider anticipate waiving certain amounts.
These are shown below along with the net expenses
the Fund expects to pay for the fiscal year ended April 30, 2000.
Total Waivers of Fund Expenses 0.50% 0.50% 0.50% 0.50%
Total Actual Annual Fund Operating Expenses (after waivers ) 1.18% 1.11% 1.44% 1.12%
2 The Funds do not anticipate accruing or paying distribution (12b-1) fees.
This voluntary waiver can be terminated any time. If the Fund were to accrue
or pay distribution (12b-1) fees, it could pay up to 0.25% of it average net
assets.
3. The Funds do not anticipate accruing or paying shareholder services fees.
This voluntary waiver can be terminated any time. If the Fund were to accrue
or pay shareholder services fees, it could pay up to 0.25% of its average net
assets.
4. Other expenses are based on estimated amounts for the fiscal year ending
April 30, 2000.

</TABLE>

<PAGE>

Example
This Example is intended to help you compare the cost of investing in a Fund's
Class R Shares with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in a Fund's Class R Shares for the
time periods indicated and then redeem all of your Shares at the end of those
periods. Expenses assuming no redemption are also shown. The Example also
assumes that your investment has a 5% return each year and that a Fund's Class R
Shares operating expenses are before waivers as estimated in the table and
remain the same. Although your actual costs may be higher or lower, based on
these assumptions your costs would be: Class R Shares 1 Year 3 Years Bond Fund
Expenses assuming redemption $376 $745 Expenses assuming no redemption $176 $545
Intermediate Tax Free Bond Fund Expenses assuming redemption $369 $723 Expenses
assuming no redemption $169 $523 Large Cap Growth Fund Expenses assuming
redemption $397 $809 Expenses assuming no redemption $197 $609 Long Term Tax
Free Bond Fund Expenses assuming redemption $370 $726 Expenses assuming no
redemption $170 $526

PRINCIPAL SECURITIES IN WHICH THE FUNDS INVEST

Equity Securities
Equity securities held represent a share of an issuer's earnings and assets,
after the issuer pays its liabilities. The Funds cannot predict the income they
will receive from equity securities because issuers generally have discretion as
to the payment of any dividends or distributions. However, equity securities
offer greater potential for appreciation than many other types of securities,
because their value increases directly with the value of the issuer's business.

The following describes the principal type of equity security in which a Fund
may invest.

Common Stocks
Common stocks are the most prevalent type of equity security. Common stocks
receive the issuer's earnings after the issuer pays its creditors and any
preferred stockholders. As a result, changes in an issuer's earnings
directly influence the value of its common stock.

Fixed Income Securities
Fixed income securities pay interest, dividends or distributions at a specified
rate. The rate may be a fixed percentage of the principal or adjusted
periodically. In addition, the issuer of a fixed income security must repay the
principal amount of the security, normally within a specified time. Fixed income
securities provide more regular income than equity securities. However, the
returns on fixed income securities are limited and normally do not increase with
the issuer's earnings. This limits the potential appreciation of fixed income
securities as compared to equity securities.

A security's yield measures the annual income earned on a security as a
percentage of its price. A security's yield will increase or decrease depending
upon whether it costs less (a discount) or more (a premium) than the principal
amount. If the issuer may redeem the security before its scheduled maturity, the
price and yield on a discount or premium security may change based upon the
probability of an early redemption. Securities with higher risks generally have
higher yields.

<PAGE>

The following describes the principal types of fixed income securities in which
a Fund may invest.

Treasury Securities
Treasury securities are direct obligations of the federal government of the
United States. Treasury securities are generally regarded as having the
lowest credit risks.

Agency Securities
Agency securities are issued or guaranteed by a federal agency or other
government sponsored entity acting under federal authority (a GSE). The
United States supports some GSEs with its full faith and credit. Other GSEs
receive support through federal subsidies, loans or other benefits. A few
GSEs have no explicit financial support, but are regarded as having implied
support because the federal government sponsors their activities. Agency
securities are generally regarded as having low credit risks, but not as
low as treasury securities.

The Fund treats mortgage backed securities guaranteed by GSEs as agency
securities. Although a GSE guarantee protects against credit risks, it does
not reduce the market and prepayment risks of these mortgage backed
securities.

Corporate Debt Securities
Corporate debt securities are fixed income securities issued by businesses.
Notes, bonds, debentures and commercial paper are the most prevalent types
of corporate debt securities. The credit risks of corporate debt securities
vary widely among issuers.

Commercial Paper
Commercial paper is an issuer's obligation with a maturity of less than
nine months. Companies typically issue commercial paper to pay for
current expenditures. Most issuers constantly reissue their commercial
paper and use the proceeds (or bank loans) to repay maturing paper. If
the issuer cannot continue to obtain liquidity in this fashion, its
commercial paper may default. The short maturity of commercial paper
reduces both the market and credit risks as compared to other debt
securities of the same issuer.

Municipal Securities
Municipal securities are issued by states, counties, cities and other
political subdivisions and authorities. Although many municipal securities
are exempt from federal income tax, the Fund may invest in taxable
municipal securities.

Mortgage Backed Securities
Mortgage backed securities represent interests in pools of mortgages. The
mortgages that comprise a pool normally have similar interest rates,
maturities and other terms. Mortgages may have fixed or adjustable interest
rates. Interests in pools of adjustable rate mortgages are known as ARMs.

Mortgage backed securities come in a variety of forms. Many have extremely
complicated terms. The simplest form of mortgage backed securities are
pass-through certificates. An issuer of pass-through certificates gathers
monthly payments from an underlying pool of mortgages. Then, the issuer
deducts its fees and expenses and passes the balance of the payments onto
the certificate holders once a month. Holders of pass-through certificates
receive a pro rata share of all payments and pre-payments from the
underlying mortgages. As a result, the holders assume all the prepayment
risks of the underlying mortgages.

Inverse Floaters
Each of the fixed income funds may invest in inverse floaters. An inverse
floater has a floating or variable interest rate that moves in the opposite
direction of market interest rates. When market interest rates go up, the
interest rates paid on the inverse floater goes down; when market interest
goes down, the interest rate paid on inverse floater goes up. Inverse
floaters generally respond more rapidly to market interest rate changes
than fixed rate, tax exempt securities. Inverse floaters are subject to
interest rate risks and leverage risks.

Zero Coupon Securities
Zero coupon securities do not pay interest or principal until final
maturity unlike debt securities that provide periodic payments of interest
(referred to as a coupon payment). Investors buy zero coupon securities at
a price below the amount payable at maturity. The difference between the
purchase price and the amount paid at maturity represents interest on the
zero coupon security. Investors must wait until maturity to receive
interest and principal, which increases the market and credit risks of a
zero coupon security.

Credit Enhancement
Credit enhancement consists of an arrangement in which a company agrees to
pay amounts due on a fixed income security if the issuer defaults. In some
cases the company providing credit enhancement makes all payments directly
to the security holders and receives reimbursement from the issuer.
Normally, the credit enhancer has greater financial resources and liquidity
than the issuer. For this reason, the Adviser usually evaluates the credit
risk of a fixed income security based solely upon its credit enhancement.

Tax Exempt Securities
Tax exempt securities are fixed income securities that pay interest that is not
subject to regular federal income taxes. Typically, states, counties, cities and
other political subdivisions and authorities issue tax exempt securities. The
market categorizes tax exempt securities by their source of repayment.

General Obligation Bonds
General obligation bonds are supported by the issuer's power to exact property
or other taxes. The issuer must impose and collect taxes sufficient to pay
principal and interest on the bonds. However, the issuer's authority to impose
additional taxes may be limited by its charter or state law.

Special Revenue Bonds
Special revenue bonds are payable solely from specific revenues received by the
issuer such as specific taxes, assessments, tolls, or fees. Bondholders may not
collect from the municipality's general taxes or revenues. For example, a
municipality may issue bonds to build a toll road, and pledge the tolls to repay
the bonds. Therefore, a shortfall in the tolls normally would result in a
default on the bonds.

Private Activity Bonds
Private activity bonds are special revenue bonds used to finance private
entities. For example, a municipality may issue bonds to finance a new factory
to improve its local economy. The municipality would lend the proceeds from its
bonds to the company using the factory, and the company would agree to make loan
payments sufficient to repay the bonds. The bonds would be payable solely from
the company's loan payments, not from any other revenues of the municipality.
Therefore, any default on the loan normally would result in a default on the
bonds.

The interest on many types of private activity bonds is subject to the federal
alternative minimum tax (AMT). The Fund may invest in bonds subject to AMT.

Tax Increment Financing Bonds
Tax increment financing (TIF) bonds are payable from increases in taxes or other
revenues attributable to projects financed by the bonds. For example, a
municipality may issue TIF bonds to redevelop a commercial area. The TIF bonds
would be payable solely from any increase in sales taxes collected from
merchants in the area. The bonds could default if merchants' sales, and related
tax collections, failed to increase as anticipated.

Municipal Notes
Municipal notes are short-term tax exempt securities. Many municipalities issue
such notes to fund their current operations before collecting taxes or other
municipal revenues. Municipalities may also issue notes to fund capital projects
prior to issuing long-term bonds. The issuers typically repay the notes at the
end of their fiscal year, either with taxes, other revenues or proceeds from
newly issued notes or bonds.

Variable Rate Demand Instruments
Variable rate demand instruments are tax exempt securities that require the
issuer or a third party, such as a dealer or bank, to repurchase the security
for its face value upon demand. The securities also pay interest at a variable
rate intended to cause the securities to trade at their face value. The Fund
treats demand instruments as short-term securities, because their variable
interest rate adjusts in response to changes in market rates, even though their
stated maturity may extend beyond thirteen months.

Municipal Leases
Municipalities may enter into leases for equipment or facilities. In order to
comply with state public financing laws, these leases are typically subject to
annual appropriation. In other words, a municipality may end a lease, without
penalty, by not providing for the lease payments in its annual budget. After the
lease ends, the lessor can resell the equipment or facility but may lose money
on the sale.

The Fund may invest in securities supported by pools of municipal leases. The
most common type of lease backed securities are certificates of participation
(COPs). However, the Fund may also invest directly in individual leases.

Foreign Securities
Foreign securities are securities of issuers based outside the United States.
The Fund considers an issuer to be based outside the United States if:

o it is organized under the laws of, or has a principal office located in,
another country;

o the principal trading market for its securities is in another country; or

o it (or its subsidiaries) derived in its most current fiscal year at least 50%
of its total assets, capitalization, gross revenue or profit from goods
produced, services performed, or sales made in another country.

Foreign securities are primarily denominated in foreign currencies. Along with
the risks normally associated with domestic securities of the same type, foreign
securities are subject to currency risks and risks of foreign investing. Trading
in certain foreign markets is also subject to liquidity risks.

Depositary Receipts
Depositary receipts represent interests in underlying securities issued by
a foreign company. Depositary receipts are not traded in the same market as
the underlying security. The foreign securities underlying American
Depositary Receipts (ADRs) are traded in the United States. ADRs provide a
way to buy shares of foreign-based companies in the United States rather
than in overseas markets. ADRs are also traded in U.S. dollars, eliminating
the need for foreign exchange transactions. Depositary receipts involve
many of the same risks of investing directly in foreign securities,
including risks of foreign investing.

Special Transactions

Repurchase Agreements
Repurchase agreements are transactions in which the Fund buys a security from a
dealer or bank and agrees to sell the security back at a mutually agreed upon
time and price. The repurchase price exceeds the sale price, reflecting the
Fund's return on the transaction. This return is unrelated to the interest rate
on the underlying security. The Fund will enter into repurchase agreements only
with banks and other recognized financial institutions, such as securities
dealers, deemed creditworthy by the Adviser.

The Fund's custodian or subcustodian will take possession of the securities
subject to repurchase agreements. The Adviser or subcustodian will monitor the
value of the underlying security each day to ensure that the value of the
security always equals or exceeds the repurchase price.

Repurchase agreements are subject to credit risks.

Delayed Delivery Transactions
Delayed delivery transactions, including when issued transactions, are
arrangements in which the Fund buys securities for a set price, with payment and
delivery of the securities scheduled for a future time. During the period
between purchase and settlement, no payment is made by the Fund to the issuer
and no interest accrues to the Fund. The Fund records the transaction when it
agrees to buy the securities and reflects their value in determining the price
of its shares. Settlement dates may be a month or more after entering into these
transactions so that the market values of the securities bought may vary from
the purchase prices. Therefore, delayed delivery transactions create interest
rate risks for the Fund. Delayed delivery transactions also involve credit risks
in the event of a counterparty default.

Investment Ratings for Corporate Fixed Income Securities
The Adviser will determine whether a security is rated A or higher based upon
the credit ratings given by one or more nationally recognized rating services.
For example, Standard and Poor's, a rating service, assigns ratings to
securities (AAA, AA, A, and below) based on its assessment of the likelihood of
the issuer's inability to pay interest or principal (default) when due on each
security. Lower credit ratings correspond to higher credit risk. If a security
has not received a rating, a Fund must rely entirely upon the Adviser's credit
assessment that the security is comparable to a security rated A or higher.

If a security is downgraded below the minimum quality grade discussed above, the
Adviser will reevaluate the security, but will not be required to sell it.

Portfolio Turnover

Each Fund actively trades its portfolio securities in an attempt to achieve
their investment objectives. Active trading will cause a Fund to have an
increased portfolio turnover rate, which is likely to generate shorter-term
gains (losses) for its shareholders, which are taxed at a higher rate than
longer-term gains (losses). Actively trading portfolio securities increases a
Fund's trading costs and may have an adverse impact on a Fund's performance.

Temporary Defensive Investments
Each Fund may temporarily depart from its principal investment strategy by
investing its assets in cash and shorter-term debt securities and similar
obligations. The Funds may do this to minimize potential losses and maintain
liquidity to meet shareholder redemptions during adverse market conditions. This
may cause the Funds to give up greater investment returns to maintain the safety
of principal, that is, the original amount invested by shareholders. Temporary
investments will be of comparable quality to other securities in which the Funds
invest. For the Intermediate Tax Free Bond Fund and Long Term Tax Free Bond
Fund, these securities may be subject to federal income tax and may cause these
Funds to receive and distribute taxable income to investors.

SPECIFIC RISKS OF INVESTING IN THE FUNDS

Stock Market Risks
o The value of equity securities in a Fund's portfolio will rise and fall.
These fluctuations could be a sustained trend or a drastic movement. A Fund's
portfolio will reflect changes in prices of individual portfolio stocks or
general changes in stock valuations. Consequently, the Fund's share price may
decline.

o The Adviser attempts to manage market risk by limiting the amount a Fund
invest in each company's equity securities. However, diversification will not
protect a Fund against widespread or prolonged declines in the stock market.

Liquidity Risks
o Trading opportunities are more limited for fixed income securities that have
not received any credit ratings, have received ratings below investment grade
or are not widely held.

<PAGE>

Trading opportunities are more limited for CMOs that have complex terms or that
are not widely held. These features may make it more difficult to sell or buy
a security at a favorable price or time. Consequently, the Fund may have to
accept a lower price to sell a security, sell other securities to raise cash
or give up an investment opportunity, any of which could have a negative
effect on the Fund's performance. Infrequent trading of securities may also
lead to an increase in their price volatility.

o Liquidity risk also refers to the possibility that the Fund may not be able
to sell a security when it wants to. If this happens, the Fund will be
required to continue to hold the security or keep the position open, and the
Fund could incur losses.

Risks Related to Investing for Growth
Due to their relatively high valuations, growth stocks are typically more
volatile than value stocks. For instance, the price of a growth stock may
experience a larger decline on a forecast of lower earnings, a negative
fundamental development, or an adverse market development. Further, growth
stocks may not pay dividends or may pay lower dividends than value stocks. This
means they depend more on price changes for returns and may be more adversely
affected in a down market compared to value stocks that pay higher dividends.

o Foreign companies may not provide information (including financial
statements) as frequently or to as great an extent as companies in the United
States. Foreign companies may also receive less coverage than United States
companies by market analysts and the financial press. In addition, foreign
countries may lack uniform accounting, auditing and financial reporting
standards or regulatory requirements comparable to those applicable to U.S.
companies. These factors may prevent a Fund and its Adviser from obtaining
information concerning foreign companies that is as frequent, extensive and
reliable as the information available concerning companies in the United
States.

Credit Risks
o Credit risk is the possibility that an issuer will default on a security by
failing to pay interest or principal when due. If an issuer defaults, a Fund
will lose money.

o Many fixed income securities receive credit ratings from services such as
Standard & Poor's and Moody's Investor Services, Inc. These services assign
ratings to securities by assessing the likelihood of issuer default. Lower
credit ratings correspond to higher credit risk. If a security has not
received a rating, a Fund must rely entirely upon the Adviser's credit
assessment.

o Fixed income securities generally compensate for greater credit risk by
paying interest at a higher rate. The difference between the yield of a
security and the yield of a U.S. Treasury security with a comparable maturity
(the spread) measures the additional interest paid for risk. Spreads may
increase generally in response to adverse economic or market conditions. A
security's spread may also increase if the security's rating is lowered, or
the security is perceived to have an increased credit risk. An increase in
the spread will cause the price of the security to decline.

o Credit risk includes the possibility that a party to a transaction involving
a Fund will fail to meet its obligations. This could cause a Fund to lose the
benefit of the transaction or prevent a Fund from selling or buying other
securities to implement its investment strategy.

<PAGE>

Interest Rate Risks
o Prices of fixed income securities rise and fall in response to changes in the
interest rate paid by similar securities. Generally, when interest rates
rise, prices of fixed income securities fall. However, market factors, such
as the demand for particular fixed income securities, may cause the price of
certain fixed income securities to fall while the prices of other securities
rise or remain unchanged.

o Interest rate changes have a greater effect on the price of fixed income
securities with longer durations.

Prepayment Risks
o Unlike traditional fixed income securities, which pay a fixed rate of
interest until maturity (when the entire principal amount is due) payments on
mortgage backed securities include both interest and a partial payment of
principal. Partial payment of principal may be comprised of scheduled
principal payments as well as unscheduled payments from the voluntary
prepayment , refinancing, or foreclosure of the underlying loans. These
unscheduled prepayments of principal create risks that can adversely affect a
Fund holding mortgage backed securities.

o For example, when interest rates decline, the values of mortgage backed
securities generally rise. However, when interest rates decline, unscheduled
prepayments can be expected to accelerate, and the Fund would be required to
reinvest the proceeds of the prepayments at the lower interest rates then
available. Unscheduled prepayments would also limit the potential for capital
appreciation on mortgage backed securities.

o Conversely, when interest rates rise, the values of mortgage backed
securities generally fall. Since rising interest rates typically result in
decreased prepayments, this could lengthen the average lives of mortgage
backed securities, and cause their value to decline more than traditional
fixed income securities.

o Generally, mortgage backed securities compensate for the increased risk
associated with prepayments by paying a higher yield. The additional interest
paid for risk is measured by the difference between the yield of a mortgage
backed security and the yield of a U.S. Treasury security with a comparable
maturity (the spread). An increase in the spread will cause the price of the
mortgage backed security to decline. Spreads generally increase in response
to adverse economic or market conditions. Spreads may also increase if the
security is perceived to have an increased prepayment risk or is perceived to
have less market demand.

Tax Risks
o In order to be tax-exempt, municipal securities must meet certain legal
requirements. Failure to meet such requirements may cause the interest
received and distributed by the Fund to shareholders to be taxable.

o Changes or proposed changes in federal tax laws may cause the prices of
municipal securities to fall.

o Income from the Fund may be subject to the AMT.

Leverage Risks
o Leverage risk is created when an investment exposes the Fund to a level of
risk that exceeds the amount invested. Changes in the value of such an
investment magnify the Fund's risk of loss and potential for gain.

o Investments can have these same results if their returns are based on a
multiple of a specified index, security, or other benchmark.

Call Risks
o Call risk is the possibility that an issuer may redeem a fixed income
security before maturity (a call) at a price below its current market price.
An increase in the likelihood of a call may reduce the security's price.

o If a fixed income security is called, the Fund may have to reinvest the
proceeds in other fixed income securities with lower interest rates, higher
credit risks, or other less favorable characteristics.

WHAT DO SHARES COST?

You can purchase, redeem, or exchange Shares any day the New York Stock Exchange
(NYSE) is open. When a Fund receives your transaction request in proper form (as
described in the prospectus) it is processed at the next calculated net asset
value (NAV) The Funds do not charge a front-end sales charge. The NAV for the
Funds is determined at the end of regular trading (normally 4:00 p.m.
Washington, D.C. time) each day the NYSE is open. If a Fund purchases foreign
securities that trade in foreign markets on days the NYSE is closed, the value
of the Fund's assets may change on days you cannot purchase or redeem Shares.
The Fund generally values equity securities according to the last sale price in
the market in which they are primarily traded (either a national securities
exchange or the over-the-counter market). The Fund generally values fixed income
securities at the last sale price on a national securities exchange, if
available, otherwise, as determined by an independent pricing service.

Except as set forth below, the minimum initial investment in each Fund is
$1,000, except for an Individual Retirement Account ("IRA") which requires a
minimum initial investment of $500. 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 Riggs Funds.

SALES CHARGE WHEN YOU REDEEM
Your redemption proceeds may be reduced by a sales charge, commonly referred to
as a contingent deferred sales charge (CDSC). Shareholders redeeming Class R
Shares from the Funds within five years of the purchase date will be charged a
CDSC equal to 2.00% or the lesser of the net asset value of the redeemed shares
at the time of purchase or the net asset value of the redeemed shares at the
time of redemption. The CDSC will be deducted from the redemption proceeds
otherwise payable to the shareholder and will be retained by the distributor. In
determining the applicability of the CDSC, the required holding period for new
shares received through an exchange will include the period for which the
original shares were held.

You will not be charged a CDSC when redeeming Shares:

o as a shareholder who acquired Shares prior to July 1, 1998 (including shares
acquired in exchange for shares acquired prior to July 1, 1998);

o purchased with reinvested dividends or capital gains;

o following the death or disability, as defined in Section 72(m)(7) of the
Internal Revenue Code of 1986, of the last surviving shareholder;

o representing minimum required distributions from an Individual Retirement
Account or other retirement plan to a shareholder who has attained the age
of 70 1/2;

o if a Fund redeems your Shares and closes your account for not meeting the
minimum balance; and

o which are qualifying redemptions of shares under a Systematic Withdrawal
Program.

In addition, you will not be charged a CDSC:

o on shares held by Trustees, employees and retired employees of the Funds,
Riggs National Corporation and/or its subsidiaries, or Federated Securities
Corp. and/or its affiliates, and their spouses and children under the age
of 21;

o on shares originally purchased (i) through the Trust Division or the Private
Banking Division of Riggs Bank; (ii) through an investment adviser
registered under the Investment Advisers Act of 1940; (iii) through
retirement plans where the third party administrator has entered into
certain arrangements with Riggs Bank or its affiliates; or (iv) by any bank
or dealer (in each case for its own account) having a sales agreement with
Federated Securities Corp.; and

o on shares purchased through entities having no transaction fee agreements or
wrap accounts with Riggs Bank or its affiliates.

To keep the sales charge as low as possible, the Funds redeem your Shares in
this order:

o Shares that are not subject to a CDSC; and

o Shares held the longest .

The CDSC is then calculated using the share price at the time of purchase or
redemption, whichever is lower.

HOW ARE THE FUNDS SOLD?

The Bond Fund, Intermediate Tax Free Bond Fund and Long Term Tax Free Bond Fund
offer one share class: Class R Shares. The Large Cap Growth Fund offers two
share classes: Class R Shares and Class B Shares, each representing interests in
a single portfolio of securities. This prospectus relates only to Class R
Shares. Each share class has different expenses which affect their performance.
Class B Shares are subject to a 0.75% Rule 12b-1 fee, a 0.25% shareholders
services fee, and Class B Shares impose a (maximum) 5% CDSC on shares. For more
information concerning Class B Shares, contact Riggs Investment Corp. at (202)
835-5300 or outside the Washington, D.C.
metropolitan area toll-free at 1-800-934-3883.

The Funds' Distributor, Federated Securities Corp., markets the Shares described
in this prospectus. Class R Shares of the Funds are sold primarily to retail and
trust customers of Riggs Bank through Riggs Bank and its affiliates.

RULE 12B-1 PLAN
The Funds have adopted a Rule 12b-1 Plan, which allows them to pay marketing
fees to the Distributor and investment professionals for the sale, distribution
and customer servicing of the Funds' Class R Shares at an annual rate of up to
0.25% of the average daily assets of the Funds. Because these Shares pay
marketing fees on an ongoing basis, your investment cost may be higher over time
than other shares with different sales charges and marketing fees.

HOW TO PURCHASE SHARES

You may purchase Shares through Riggs Investment Corp., Riggs Bank, a
Riggs-affiliated broker/dealer or through an exchange from another Riggs Fund.
The Funds reserve the right to reject any request to purchase or exchange
Shares.

THROUGH riggs investment corp.

To place an order to purchase shares of a Fund, an investor may write to or call
Riggs Investment Corp. at (202) 835-5300 or outside the Washington, D.C.
metropolitan area toll-free at 1-800-934-3883. Representatives are available
from 8:30 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 the Funds, purchase orders must be received by Riggs Investment Corp.
before 4:00 p.m. (Washington, D.C. time). Payment is normally required on the
next business day.

<PAGE>

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

With respect to the Funds, payment by wire must be received by Riggs Investment
Corp. before 3:00 p.m. (Washington, D.C. time) on the next business day after
placing the order. You cannot purchase Shares by wire on holidays when wire
transfers are restricted.

By Check
Make your check payable to Riggs Funds, note the name of the Fund and the share
class on the check, and mail it to:

Riggs Investment Corp.
P.O. Box 96656
Washington, D.C. 20090-6656
If you send your check by a private courier or overnight delivery service that
requires a street address, mail it to:

Riggs Investment Corp.
808 17th Street, N.W. - 11th Floor
Washington, D.C. 20006
Orders received by mail are considered received after payment by check is
converted by Riggs Bank into federal funds. This is normally the next business
day.

through riggs-affiliated broker/Dealers
An investor may place an order through Riggs-affiliated broker/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 the
broker/dealer. Purchase requests through Riggs-affiliated broker/dealers must be
received by the broker/dealer before 3:00 p.m. (Washington, D.C. time) in order
for shares to be purchased at that day's public offering price.

THROUGH AN EXCHANGE
You may purchase Class R Shares of the Funds through an exchange from Class R
Shares of another Riggs Fund. You must meet the minimum initial investment
requirement for purchasing Shares and both accounts must have identical
registrations.

Due to the nature of the Automatic Investing Programs, systematic investment
privileges are unavailable to participants in these programs.

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

HOW TO REDEEM AND EXCHANGE SHARES

Each Fund redeems Class R Shares at their net asset value, less, in the case of
Class R Shares, any applicable CDSC, next determined after Riggs Investment
Corp. receives the redemption request.

DIRECTLY FROM THE FUND

By Telephone
You may redeem or exchange Shares by calling Riggs Investment Corp. An
authorization form permitting a Fund to accept telephone redemption requests
must first be completed. Although Riggs Investment Corp. 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 Funds, if you call before the end of regular trading on the
NYSE (normally 4:00 p.m. Washington, D.C. time) you will receive a redemption
amount based on that day's NAV.

By Mail
You may redeem or exchange Shares by mailing a written request to:

Riggs Investment Corp.
P.O. Box 96656
Washington, D.C. 20090-6656
Send requests by private courier or overnight delivery service to:

Riggs Investment Corp.
808 17th Street, N.W. - 11th Floor
Washington, D.C. 20006
All requests must include:

o Fund Name, Share Class and account number;

o amount to be redeemed or exchanged;

o signatures of all shareholders exactly as registered; and

o if exchanging, the Fund Name and Share Class, account number and account
registration into which you are exchanging.

Signature Guarantees Signatures must be guaranteed if:

o your redemption will be sent to an address other than the address of
record;

o your redemption will be sent to an address of record that was changed
within the last 30 days; or

o if exchanging (transferring) into another fund with a different shareholder
registration.

o an electronic transfer to your account at a financial institution that is
an ACH member; or

o wire payment to your account at a domestic commercial bank that is a Federal
Reserve System member.

Redemption in Kind
Although the Funds intend to pay Share redemptions in cash, they reserve the
right to pay the redemption price in whole or in part by a distribution of the
Funds' portfolio securities.

LIMITATIONS ON REDEMPTION PROCEEDS
Redemption proceeds normally are wired or mailed within one business day after
receiving a request in proper form. Payment may be delayed up to seven days:

o to allow your purchase to clear;

o during periods of market volatility; or

o when a shareholder's trade activity or amount adversely impacts the Funds'
ability to manage its assets.

You will not accrue interest or dividends on uncashed checks from a Fund if
those checks are undeliverable and returned to a Fund.

systematic withdrawal program
You may automatically redeem Shares in a minimum amount of $50 on a regular
basis. 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 Investment Corp., Riggs Bank or an authorized broker
or dealer. This program may reduce, and eventually deplete, your account.
Payments should not be considered yield or income.

Due to the nature of the Automatic Investment Programs, systematic withdrawal
privileges are not available to participants in those programs.

EXCHANGE PRIVILEGE
A shareholder may generally exchange Class R Shares of one Fund for Class R
Shares of any of the other Funds in the Trust at net asset value by writing to
or calling Riggs Funds Shareholder Services. A CDSC is not assessed in
connection with such exchanges, but if the shareholder redeems shares within
five years of the original purchase, a CDSC will be imposed. For purposes of
computing the CDSC, the length of time the shareholder has owned shares will be
measured from the date of original purchase and will not be affected by the
exchange.

To execute an order to exchange you must first:

o complete an authorization form permitting the Fund to accept telephone
exchange requests;

o ensure that the account registrations are identical;

o meet any minimum initial investment requirements;

o specify the dollar value or number of shares to be exchanged; and

o receive a prospectus for the fund into which you wish to exchange.

An exchange is treated as a redemption and a subsequent purchase, and is a
taxable transaction.

ADDITIONAL CONDITIONS

ACCOUNT AND SHARE INFORMATION

Trust customers of Riggs Bank N.A. should contact their account officer for
information on the availability of transactions over the Internet.

.........Minimum..Maximum

Purchases .........$____............$_________

Your transactions through the Web Site are effective at the time they are
received by the Fund, and are subject to all of the conditions and procedures
described in this prospectus.

While the Funds and their service providers have established certain security
procedures, the Funds, their distributor and transfer agent cannot assure you
that inquiries or trading activity will be completely secure. There may also be
delays, malfunctions or other inconveniences generally associated with this
medium. There may be times when the Web Site is unavailable for Fund
transactions, which may be due to the Internet or the actions or omissions of
any third party--should this happen, you should consider purchasing, redeeming
or exchanging shares by another method. The Riggs Funds, its transfer agent,
distributor and RFSS are not responsible for any such delays or malfunctions,
and are not responsible for wrongful acts by third parties, as long as
reasonable security procedures are followed.

DIVIDENDS AND CAPITAL GAINS
With respect to the Bond Fund, Intermediate Tax Free Bond Fund and Long Term Tax
Free 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 Large Cap Growth 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.

In addition, the Funds pay any capital gains at least annually. Your dividends
and capital gains distributions will be automatically reinvested in additional
Shares without a sales charge, unless you elect cash payments.

If you purchase Shares just before a Fund declares a dividend or capital gain
distribution, you will pay the full price for the Shares and then receive a
portion of the price back in the form of a taxable distribution, whether or not
you reinvest the distribution in Shares. Therefore, you should consider the tax
implications of purchasing Shares shortly before a Fund declares a dividend or
capital gain.

TAX INFORMATION
The Funds send an annual statement of your account activity to assist you in
completing your federal, state and local tax returns. Fund distributions of
dividends and capital gains are taxable to you whether paid in cash or
reinvested in a Fund. Dividends are taxable as ordinary income; capital gains
are taxable at different rates depending upon the length of time a Fund holds
its assets.

With respect to the Intermediate Tax Free Bond Fund and Long Term Tax Free Bond
Fund, an annual statement of your account activity will be sent to assist you in
completing your federal, state and local tax returns. It is anticipated that a
Fund's distributions will be primarily dividends that are exempt from federal
income tax, although a portion of a Fund's dividends may not be exempt.
Dividends may be subject to state and local taxes. Capital gains and non-exempt
dividends are taxable whether paid in cash or reinvested in the Fund.
Redemptions and exchanges are taxable sales. Please consult your tax adviser
regarding your federal, state and local tax liability.

WHO MANAGES THE FUNDS?

The Board of Trustees governs the Funds. The Board selects and oversees the
Adviser, Riggs Bank, N.A. The Adviser manages the Funds' assets, including
buying and selling portfolio securities. The Adviser's address is 800 17th
Street N.W., Washington, D.C. 20006.

The Adviser has delegated daily management of the Funds to the following
Sub-Advisers: Riggs Investment Management Corp. ("RIMCO") (with respect to the
Bond Fund, Intermediate Tax Free Bond Fund and Long Term Tax Free Bond Fund);
and J. Bush & Co. (with respect to Large Cap Growth Fund).

Riggs Bank, N.A. is a subsidiary of Riggs National Corporation, a bank holding
company. Riggs Bank, N.A., or its subsidiary RIMCO, has advised the Riggs Funds
since September 1991, and as of April 30, 1999, provides investment advice for
assets approximating $2.7 billion. Riggs Bank, N.A. has a varied client base of
approximately 100 other relationships including corporate, union and public
pension plans, foundations, endowments and associations.

J. Bush & Co. manages over ______ billion in _____ mutual funds, and _____
commingled accounts. In addition, J. Bush & Co. is a sub-adviser to several
clients with various accounts totaling more than ______ billion.

These Sub-Advisers are paid by the Adviser and not by the Funds. The
Sub-Adviser's addresses are: Riggs Investment Management Corp. 800 17th Street
N.W. Washington, D.C. 20006-3950; and J. Bush & Co., 55 Whitney Avenue, New
Haven, CT 06510.

The Funds' portfolio managers are:

Nathan Reischer, the manager of the Bond Fund, Intermediate Tax Free Bond Fund
and Long Term Tax Free Bond Fund, is Director and Chief Fixed Income Strategist
of RIMCO. He is responsible for formulating the firm's fixed income investment
strategy and directing management of its fixed income portfolios. Mr. Reischer
has more than 20 years of fixed income management experience. He was Director
and Senior Domestic Strategist for Barclays Capital, Inc. in New York from 1995
until joining RIMCO in 1998. From 1983 to 1994, he served as Fixed Income
Portfolio Manager and Director of Cash Management at GM Investment Management
Company in New York. He brings additional asset/liability management experience
having been a consultant to financial institutions at IMA, Inc. in Seattle, and
Vice President and Manager of the Investment Portfolio Department at Seattle
First National Bank. Mr. Reischer earned his B.B.A. in Economics from the
University of Houston and his M.B.A. from Bernard M. Baruch College. He has also
been the portfolio manager of the Riggs U.S. Government Securities Fund since
September 1998.

Jonathan Bush, the manager of the Large Cap Growth Fund, is the Chairman and
Chief Executive Officer of J. Bush & Co., Inc. He founded the Company in 1970.
He is a graduate of Yale University (BA) and New York University School of
Business (MBA). In addition to managing portfolios at J. Bush & Co., Mr. Bush is
a member of the Board and former chairman of the United Negro College Fund and a
Director of the Yale New Haven Hospital and Vista of Westbrook, Inc. Mr. Bush
serves as a director of Russell Reynolds Associates. He is a former Board member
of Inwood House (the home for unwed mothers), the Eye Bank for sight
Restoration, The Yale Alumni Fund, the Boys' Club of New York, and Miss Porter's
School, and a former New York State Finance Committee Chairman and member of the
Executive Committee of the New York State Republican State Committee,
Co-chairman of Reagan/Bush 1984, and New York General Chairman of Bush/Quayle
1988. Mr. Bush holds honorary degrees from Bethune-Cookman College, St.
Augustine's College, and Stillman College. He is the son of the late Senator
Prescott Bush and the brother of former President George Bush.

Russ Schmiedel Alstott, the manager of the Large Cap Growth Fund, joined J. Bush
& Co. in 1998 and serves as the firm's Chief Investment Officer and Executive
Vice President. Mr. Alstott's education includes: AB summa cum laude from
Harvard College in 1984; JD from the Yale Law School in 1989 and senior editor
of the Yale Law Journal; and MBA from the Stanford Graduate School of Business
in 1989. His business experience includes: two years as an investment banker in
corporate finance and capital markets at Morgan Stanley in New York (1989-1991);
five years as a strategic management consultant at McKinsey & Company in New
York (1991-1996); and one year as Vice President of a small business venture
wholly-owned by Corning, Inc. in New Jersey (1996-1997).

advisory fees
The Adviser receives an annual investment advisory fee at annual rates equal to
0.75% to each of the Fund's average daily net assets. The Adviser may
voluntarily waive a portion of its fee or reimburse the Funds for certain
operating expenses.

While it is impossible to determine in advance all of the risks to the Funds,
the Funds could experience interruptions in basic financial and operational
functions. Fund shareholders could experience errors or disruptions in Fund
share transactions or Fund communications.

The Funds' service providers are making changes to their computer systems to fix
any Year 2000 problems. In addition, they are working to gather information from
third-party providers to determine their Year 2000 readiness.

Year 2000 problems would also increase the risks of the Funds' investments. To
assess the potential effect of the Year 2000 problem, the Adviser is reviewing
information regarding the Year 2000 readiness of issuers of securities the Funds
may purchase. However, this may be difficult with certain issuers. For example,
funds dealing with foreign service providers or investing in foreign securities
will have difficulty determining the Year 2000 readiness of those entities.

The financial impact of these issues for the Funds is still being determined.
There can be no assurance that potential Year 2000 problems would not have a
material adverse effect on the Funds.

FINANCIAL INFORMATION

FINANCIAL HIGHLIGHTS
The Funds' fiscal year end is April 30. As this is the Funds' first fiscal year,
financial information is not yet available.

<PAGE>

RIGGS FUNDS

CLASS R SHARES
Riggs Bond Fund
Riggs Intermediate Tax Free Bond Fund
Riggs Large Cap Growth Fund
Riggs Long Term Tax Free Bond Fund

A Statement of Additional Information (SAI) dated December , 1999, is
incorporated by reference into this prospectus. Additional information about the
Funds' and their investments is contained in the Funds' SAI, and Annual and
Semi-Annual Reports to shareholders as they become available. To obtain the SAI,
the Annual Report, Semi-Annual Report and other information without charge, call
your investment professional or Riggs Funds Shareholder Services at (202)
835-5300 or outside the Washington, D.C. metropolitan area toll-free at
1-800-934-3883.

Investment Company Act File No. 811-6309

Cusip 76656A ___
Cusip 76656A____
Cusip 76656A ___
Cusip 76656A___
G02713-02 (12/99)

THE INFORMATION IN THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT COMPLETE
AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT AN OFFER TO SELL THESE
SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION
NOVEMBER 5, 1999
Riggs Funds

Riggs Bond Fund
Class R Shares

Riggs Intermediate Tax Free Bond Fund
Class R Shares

Riggs Large Cap Growth Fund
Class R Shares
Class B Shares

Riggs Long Term Tax Free Bond Fund
Class R Shares

Statement of Additional Information
December ___, 1999

This Statement of Additional Information (SAI) is not a prospectus. Read this
SAI in conjunction with the prospectuses of the Riggs Funds dated December ,
1999.

Obtain the prospectuses without charge by calling Riggs Funds Shareholder
Services at (202) 835-5300 or outside the Washington, D.C. metropolitan area
toll-free at 1-800-934-3883.

CONTENTS

How Are the Funds
Organized?......................................................2
Securities in Which the Funds
Invest..........................................................2
What do Shares
Cost?..........................................................16
How Are the Funds
Sold?..........................................................17
Subaccounting
Services.......................................................17
Redemption in
Kind...........................................................17
Massachusetts Partnership
Law............................................................18
Account and Share
Information....................................................18
Tax
Information....................................................18
Who Manages and Provides Services to the
Funds..........................................................19
Fees Paid by the Funds for
Services.......................................................22
How do the Funds Measure
Performance?...................................................23

Addresses.....................................................Back
Cover

Federated Securities Corp., Distributor,
subsidiary of Federated Investors, Inc.
G02713-03 (12/99)

<PAGE>

HOW ARE THE FUNDS ORGANIZED

Riggs Funds (Trust) is a diversified, open-end, management investment company
that was established under the laws of the Commonwealth of Massachusetts on
April 1, 1991. The Trust changed its name from RIMCO Monument Funds to RIGGS
Funds on June 30, 1998. The Trust may offer separate series of shares
representing interests in separate portfolios of securities. The SAI pertains to
Riggs Bond Fund, Riggs Intermediate Tax Free Bond Fund, Riggs Large Cap Growth
Fund and Riggs Long Term Tax Free Bond Fund (collectively, the Funds). The Board
of Trustees (the Board) has established two classes of shares known as Class R
Shares and Class B Shares for the Funds. This SAI relates to two classes of
Shares. The Funds' investment adviser is Riggs Bank, N.A. (Adviser).

SECURITIES IN WHICH THE FUNDS INVEST
In pursuing their investment strategy, the Funds may invest in the following
securities for any purpose that is consistent with their investment objective.
Following tables indicate which types of securities are a: o P = Principal
investment of a Fund; o A = Acceptable (but not principal) investment of a Fund;
or o N = Not an acceptable investment of a Fund.

<TABLE>

- -------------------------------------------- --------------------- -------------- ----------------- ------------
Securities Bond Fund Intermediate Large Cap Long Term
Tax Free Growth Fund Tax Free
Bond Fund Bond Fund
- -------------------------------------------- --------------------- -------------- ----------------- ------------
American Depository Receipts A N P N
------------------------------------------- --------------------- -------------- ----------------- ------------
- -------------------------------------------- --------------------- -------------- ----------------- ------------
Agency Securities A A A A
- -------------------------------------------- --------------------- -------------- ----------------- ------------
- -------------------------------------------- --------------------- -------------- ----------------- ------------
Bank Instruments A A A A
- -------------------------------------------- --------------------- -------------- ----------------- ------------
- -------------------------------------------- --------------------- -------------- ----------------- ------------
Collateralized Mortgage Obligations A N N N
- -------------------------------------------- --------------------- -------------- ----------------- ------------
- -------------------------------------------- --------------------- -------------- ----------------- ------------
Commercial Paper P A A A
- -------------------------------------------- --------------------- -------------- ----------------- ------------
- -------------------------------------------- --------------------- -------------- ----------------- ------------
Common Stocks A N P N
- -------------------------------------------- --------------------- -------------- ----------------- ------------
- -------------------------------------------- --------------------- -------------- ----------------- ------------
Convertible Securities P A A A
- -------------------------------------------- --------------------- -------------- ----------------- ------------
- -------------------------------------------- --------------------- -------------- ----------------- ------------
Corporate Debt Obligations P A A A
- -------------------------------------------- --------------------- -------------- ----------------- ------------
- -------------------------------------------- --------------------- -------------- ----------------- ------------
Credit Enhancement A A A P
- -------------------------------------------- --------------------- -------------- ----------------- ------------
- -------------------------------------------- --------------------- -------------- ----------------- ------------
Demand Instruments A A A A
- -------------------------------------------- --------------------- -------------- ----------------- ------------
- -------------------------------------------- --------------------- -------------- ----------------- ------------
Foreign Securities A N A N
- -------------------------------------------- --------------------- -------------- ----------------- ------------
- -------------------------------------------- --------------------- -------------- ----------------- ------------
Futures and Options Transactions A A A A
- -------------------------------------------- --------------------- -------------- ----------------- ------------
- -------------------------------------------- --------------------- -------------- ----------------- ------------
General Obligation Bonds N P N P
- -------------------------------------------- --------------------- -------------- ----------------- ------------
- -------------------------------------------- --------------------- -------------- ----------------- ------------
Insurance Contracts A N N N
- -------------------------------------------- --------------------- -------------- ----------------- ------------
- -------------------------------------------- --------------------- -------------- ----------------- ------------
Inverse Floaters A A N P
- -------------------------------------------- --------------------- -------------- ----------------- ------------
- -------------------------------------------- --------------------- -------------- ----------------- ------------
Municipal Securities P P N P
- -------------------------------------------- --------------------- -------------- ----------------- ------------
- -------------------------------------------- --------------------- -------------- ----------------- ------------
Mortgage Backed Securities A N N N
- -------------------------------------------- --------------------- -------------- ----------------- ------------
- -------------------------------------------- --------------------- -------------- ----------------- ------------
Asset Backed Securities A N N N
- -------------------------------------------- --------------------- -------------- ----------------- ------------
- -------------------------------------------- --------------------- -------------- ----------------- ------------
Preferred Stocks P N P N
- -------------------------------------------- --------------------- -------------- ----------------- ------------
- -------------------------------------------- --------------------- -------------- ----------------- ------------
Private Activity Bonds N P N P
- -------------------------------------------- --------------------- -------------- ----------------- ------------
- -------------------------------------------- --------------------- -------------- ----------------- ------------
Real Estate Investment Trusts A N A N
- -------------------------------------------- --------------------- -------------- ----------------- ------------
- -------------------------------------------- --------------------- -------------- ----------------- ------------
Repurchase Agreements P P P P
- -------------------------------------------- --------------------- -------------- ----------------- ------------
- -------------------------------------------- --------------------- -------------- ----------------- ------------
Reverse Repurchase Agreements A A A A
- -------------------------------------------- --------------------- -------------- ----------------- ------------

<PAGE>

- -------------------------------------------- --------------------- -------------- ----------------- ------------
Securities of Other Investment Companies A A A A
- -------------------------------------------- --------------------- -------------- ----------------- ------------
- -------------------------------------------- --------------------- -------------- ----------------- ------------
Special Revenue Bonds N P N P
- -------------------------------------------- --------------------- -------------- ----------------- ------------
- -------------------------------------------- --------------------- -------------- ----------------- ------------
Treasury Securities A A A A
- -------------------------------------------- --------------------- -------------- ----------------- ------------
- -------------------------------------------- --------------------- -------------- ----------------- ------------
Variable Rate Demand Notes A P A P
- -------------------------------------------- --------------------- -------------- ----------------- ------------
- -------------------------------------------- --------------------- -------------- ----------------- ------------
Warrants A N A N
- -------------------------------------------- --------------------- -------------- ----------------- ------------
- -------------------------------------------- --------------------- -------------- ----------------- ------------
When-Issued Transactions P P P P
- -------------------------------------------- --------------------- -------------- ----------------- ------------
- -------------------------------------------- --------------------- -------------- ----------------- ------------
Zero Coupon Securities P N N P
- -------------------------------------------- --------------------- -------------- ----------------- ------------
</TABLE>

<PAGE>

SECURITIES DESCRIPTIONS AND TECHNIQUES

Equity Securities
Equity securities represent a share of an issuer's earnings and assets, after
the issuer pays its liabilities. The Funds cannot predict the income it will
receive from equity securities because issuers generally have discretion as to
the payment of any dividends or distributions. However, equity securities offer
greater potential for appreciation than many other types of securities, because
their value increases directly with the value of the issuer's business. The
following describes the types of equity securities in which the Funds invest.

Common Stocks
Common stocks are the most prevalent type of equity security. Common stocks
receive the issuer's earnings after the issuer pays its creditors and any
preferred stockholders. As a result, changes in an issuer's earnings
directly influence the value of its common stock.

Preferred Stocks
Preferred stocks have the right to receive specified dividends or
distributions before the issuer makes payments on its common stock. Some
preferred stocks also participate in dividends and distributions paid on
common stock. Preferred stocks may also permit the issuer to redeem the
stock. A Fund may treat such redeemable preferred stock as a fixed income
security.

Real Estate Investment Trusts (REITs)
REITs are real estate investment trusts that lease, operate and finance
commercial real estate. REITs are exempt from federal corporate income tax
if they limit their operations and distribute most of their income. Such
tax requirements limit a REIT's ability to respond to changes in the
commercial real estate market.

Warrants
Warrants give a Fund the option to buy the issuer's equity securities at a
specified price (the exercise price) at a specified future date (the
expiration date). A Fund may buy the designated securities by paying the
exercise price before the expiration date. Warrants may become worthless if
the price of the stock does not rise above the exercise price by the
expiration date. This increases the market risks of warrants as compared to
the underlying security.

Rights are the same as warrants, except companies typically issue rights to
existing stockholders.

The following describes the types of fixed income securities in which a Fund may
invest.

Treasury Securities
Treasury securities are direct obligations of the federal government of the
United States. Treasury securities are generally regarded as having the
lowest credit risks.

Agency Securities
Agency securities are issued or guaranteed by a federal agency or other
government sponsored entity acting under federal authority (a GSE). The
United States supports some GSEs with its full, faith and credit. Other
GSEs receive support through federal subsidies, loans or other benefits. A
few GSEs have no explicit financial support, but are regarded as having
implied support because the federal government sponsors their activities.
Agency securities are generally regarded as having low credit risks, but
not as low as treasury securities.

The Funds treat mortgage backed securities guaranteed by GSEs as agency
securities. Although a GSE guarantee protects against credit risks, it does
not reduce the market and prepayment risks of these mortgage

Corporate Debt Securities
Corporate debt securities are fixed income securities issued by businesses.
Notes, bonds, debentures and commercial paper are the most prevalent types
of corporate debt securities. A Fund may also purchase interests in bank
loans to companies. The credit risks of corporate debt securities vary
widely among issuers.

In addition, the credit risk of an issuer's debt security may vary based on
its priority for repayment. For example, higher ranking (senior) debt
securities have a higher priority than lower ranking (subordinated)
securities. This means that the issuer might not make payments on
subordinated securities while continuing to make payments on senior
securities. In addition, in the event of bankruptcy, holders of senior
securities may receive amounts otherwise payable to the holders of
subordinated securities. Some subordinated securities, such as trust
preferred and capital securities notes, also permit the issuer to defer
payments under certain circumstances. For example, insurance companies
issue securities known as surplus notes that permit the insurance company
to defer any payment that would reduce its capital below regulatory
requirements.

Demand Instruments
Demand instruments are corporate debt securities that the issuer must
repay upon demand. Other demand instruments require a third party, such
as a dealer or bank, to repurchase the security for its face value upon
demand. The Funds treat demand instruments as short-term securities,
even though their stated maturity may extend beyond one year.

<PAGE>

Collateralized Mortgage Obligations (CMOs)
CMOs, including interests in real estate mortgage investment conduits
(REMICs), allocate payments and prepayments from an underlying
pass-through certificate among holders of different classes of mortgage
backed securities. This creates different prepayment and interest rate
risks for each CMO class.

Sequential CMOs
In a sequential pay CMO, one class of CMOs receives all principal
payments and prepayments. The next class of CMOs receives all
principal payments after the first class is paid off. This process
repeats for each sequential class of CMO. As a result, each class
of sequential pay CMOs reduces the prepayment risks of subsequent
classes.

PACs, TACs and Companion Classes
More sophisticated CMOs include planned amortization classes
(PACs) and targeted amortization classes (TACs). PACs and TACs are
issued with companion classes. PACs and TACs receive principal
payments and prepayments at a specified rate. The companion
classes receive principal payments and prepayments in excess of
the specified rate. In addition, PACs will receive the companion
classes' share of principal payments, if necessary, to cover a
shortfall in the prepayment rate. This helps PACs and TACs to
control prepayment risks by increasing the risks to their
companion classes.

IOs and POs
CMOs may allocate interest payments to one class (Interest Only or
IOs) and principal payments to another class (Principal Only or
POs). POs increase in value when prepayment rates increase. In
contrast, IOs decrease in value when prepayments increase, because
the underlying mortgages generate less interest payments. However,
IOs tend to increase in value when interest rates rise (and
prepayments decrease), making IOs a useful hedge against interest
rate risks.

Floaters and Inverse Floaters
Another variant allocates interest payments between two classes of
CMOs. One class (Floaters) receives a share of interest payments
based upon a market index such as the London Interbank Offered
Rate (LIBOR). The other class (Inverse Floaters) receives any
remaining interest payments from the underlying mortgages. Floater
classes receive more interest (and Inverse Floater classes receive
correspondingly less interest) as interest rates rise. This shifts
prepayment and interest rate risks from the Floater to the Inverse
Floater class, reducing the price volatility of the Floater class
and increasing the price volatility of the Inverse Floater class.

Z Classes and Residual Classes
CMOs must allocate all payments received from the underlying
mortgages to some class. To capture any unallocated payments, CMOs
generally have an accrual (Z) class. Z classes do not receive any
payments from the underlying mortgages until all other CMO classes
have been paid off. Once this happens, holders of Z class CMOs
receive all payments and prepayments. Similarly, REMICs have
residual interests that receive any mortgage payments not
allocated to another REMIC class.

The degree of increased or decreased prepayment risks depends upon
the structure of the CMOs. However, the actual returns on any type
of mortgage backed security depend upon the performance of the
underlying pool of mortgages, which no one can predict and will
vary among pools.

Asset Backed Securities
Asset backed securities are payable from pools of obligations other
than mortgages. Most asset backed securities involve consumer or
commercial debts with maturities of less than ten years. However,
almost any type of fixed income assets (including other fixed income
securities) may be used to create an asset backed security. Asset
backed securities may take the form of commercial paper, notes, or pass
through certificates. Asset backed securities have prepayment risks.
Like CMOs, asset backed securities may be structured like Floaters,
Inverse Floaters, IOs and POs.

There are many forms of zero coupon securities. Some are issued at a
discount and are referred to as zero coupon or capital appreciation bonds.
Others are created from interest bearing bonds by separating the right to
receive the bond's coupon payments from the right to receive the bond's
principal due at maturity, a process known as coupon stripping. Treasury
STRIPs, IOs and POs are the most common forms of stripped zero coupon
securities. In addition, some securities give the issuer the option to
deliver additional securities in place of cash interest payments, thereby
increasing the amount payable at maturity. These are referred to as
pay-in-kind or PIK securities.

Bank Instruments

Bank instruments are unsecured interest bearing deposits with banks. Bank
instruments include bank accounts, time deposits, certificates of deposit and
banker's acceptances. Yankee instruments are denominated in U.S. dollars and
issued by U.S. branches of foreign banks. Eurodollar instruments are denominated
in U.S. dollars and issued by non-U.S. branches of U.S. or foreign banks.

Insurance Contracts
Insurance contracts include guaranteed investment contracts, funding agreements
and annuities. The Fund treats these contracts as fixed income securities.

Credit Enhancement
Credit enhancement consists of an arrangement in which a company agrees to pay
amounts due on a fixed income security if the issuer defaults. In some cases the
company providing credit enhancement makes all payments directly to the security
holders and receives reimbursement from the issuer. Normally, the credit
enhancer has greater financial resources and liquidity than the issuer. For this
reason, the Adviser usually evaluates the credit risk of a fixed income security
based solely upon its credit enhancement.

Common types of credit enhancement include guarantees, letters of credit, bond
insurance and surety bonds. Credit enhancement also includes arrangements where
securities or other liquid assets secure payment of a fixed income security. If
a default occurs, these assets may be sold and the proceeds paid to security's
holders. Either form of credit enhancement reduces credit risks by providing
another source of payment for a fixed income security.

Convertible Securities
Convertible securities are fixed income securities that the Fund has the option
to exchange for equity securities at a specified conversion price. The option
allows the Fund to realize additional returns if the market price of the equity
securities exceeds the conversion price. For example, the Fund may hold fixed
income securities that are convertible into shares of common stock at a
conversion price of $10 per share. If the market value of the shares of common
stock reached $12, the Fund could realize an additional $2 per share by
converting its fixed income securities.

Convertible securities have lower yields than comparable fixed income
securities. In addition, at the time a convertible security is issued the
conversion price exceeds the market value of the underlying equity securities.
Thus, convertible securities may provide lower returns than non-convertible
fixed income securities or equity securities depending upon changes in the price
of the underlying equity securities. However, convertible securities permit the
Fund to realize some of the potential appreciation of the underlying equity
securities with less risk of losing its initial investment, but the value of the
convertible security may also be adversely affected by the source of the
potential depreciation of the equity security.

The Fund treats convertible securities as both fixed income and equity
securities for purposes of its investment policies and limitations, because of
their unique characteristics.

General Obligation Bonds
General obligation bonds are supported by the issuer's power to exact
property or other taxes. The issuer must impose and collect taxes
sufficient to pay principal and interest on the bonds. However, the
issuer's authority to impose additional taxes may be limited by its charter
or state law.

Special Revenue Bonds
Special revenue bonds are payable solely from specific revenues received by
the issuer such as specific taxes, assessments, tolls, or fees. Bondholders
may not collect from the municipality's general taxes or revenues. For
example, a municipality may issue bonds to build a toll road, and pledge
the tolls to repay the bonds. Therefore, a shortfall in the tolls normally
would result in a default on the bonds.

Private Activity Bonds
Private activity bonds are special revenue bonds used to finance private
entities. For example, a municipality may issue bonds to finance a new
factory to improve its local economy. The municipality would lend the
proceeds from its bonds to the company using the factory, and the company
would agree to make loan payments sufficient to repay the bonds. The bonds
would be payable solely from the company's loan payments, not from any
other revenues of the municipality. Therefore, any default on the loan
normally would result in a default on the bonds.

The interest on many types of private activity bonds is subject to the
federal alternative minimum tax (AMT). A Fund may invest in bonds subject
to AMT.

Tax Increment Financing Bonds
Tax increment financing (TIF) bonds are payable from increases in taxes or
other revenues attributable to projects financed by the bonds. For example,
a municipality may issue TIF bonds to redevelop a commercial area. The TIF
bonds would be payable solely from any increase in sales taxes collected
from merchants in the area. The bonds could default if merchants' sales,
and related tax collections, failed to increase as anticipated.

Variable Rate Demand Instruments
Variable rate demand instruments are tax exempt securities that require the
issuer or a third party, such as a dealer or bank, to repurchase the
security for its face value upon demand. The securities also pay interest
at a variable rate intended to cause the securities to trade at their face
value. The Funds treat demand instruments as short-term securities, because
their variable interest rate adjusts in response to changes in market
rates, even though their stated maturity may extend beyond thirteen months.

Municipal Notes
Municipal notes are short-term tax exempt securities. Many municipalities
issue such notes to fund their current operations before collecting taxes
or other municipal revenues. Municipalities may also issue notes to fund
capital projects prior to issuing long-term bonds. The issuers typically
repay the notes at the end of their fiscal year, either with taxes, other
revenues or proceeds from newly issued notes or bonds.

Foreign Securities
Foreign securities are securities of issuers based outside the United States. A
Fund considers an issuer to be based outside the United States if:

o it is organized under the laws of, or has a principal office located in,
another country;

o the principal trading market for its securities is in another country; or

The foreign securities in which a Fund invests are primarily denominated in U.S.
dollars. Along with the risks normally associated with domestic securities of
the same type, foreign securities are subject to risks of foreign investing.

Depositary Receipts
Depositary receipts represent interests in underlying securities issued by
a foreign company. Depositary receipts are not traded in the same market as
the underlying security. The foreign securities underlying American
Depositary Receipts (ADRs) are traded in the United States. ADRs provide a
way to buy shares of foreign-based companies in the United States rather
than in overseas markets. ADRs are also traded in U.S. dollars, eliminating
the need for foreign exchange transactions. The foreign securities
underlying European Depositary Receipts (EDRs), Global Depositary Receipts
(GDRs), and International Depositary Receipts (IDRs), are traded globally
or outside the United States. Depositary receipts involve many of the same
risks of investing directly in foreign securities, including currency risks
and risks of foreign investing.

Derivative Contracts
Derivative contracts are financial instruments that require payments based upon
changes in the values of designated (or underlying) securities, currencies,
commodities, financial indices or other assets. Some derivative contracts (such
as futures, forwards and options) require payments relating to a future trade
involving the underlying asset. Other derivative contracts (such as swaps)
require payments relating to the income or returns from the underlying asset.
The other party to a derivative contract is referred to as a counterparty.

Many derivative contracts are traded on securities or commodities exchanges. In
this case, the exchange sets all the terms of the contract except for the price.
Investors make payments due under their contracts through the exchange. Most
exchanges require investors to maintain margin accounts through their brokers to
cover their potential obligations to the exchange. Parties to the contract make
(or collect) daily payments to the margin accounts to reflect losses (or gains)
in the value of their contracts. This protects investors against potential
defaults by the counterparty. Trading contracts on an exchange also allows
investors to close out their contracts by entering into offsetting contracts.

<PAGE>

For example, a Fund could close out an open contract to buy an asset at a future
date by entering into an offsetting contract to sell the same asset on the same
date. If the offsetting sale price is more than the original purchase price, the
Fund realizes a gain; if it is less, the Fund realizes a loss. Exchanges may
limit the amount of open contracts permitted at any one time. Such limits may
prevent a Fund from closing out a position. If this happens, a Fund will be
required to keep the contract open (even if it is losing money on the contract),
and to make any payments required under the contract (even if it has to sell
portfolio securities at unfavorable prices to do so). Inability to close out a
contract could also harm a Fund by preventing it from disposing of or trading
any assets it has been using to secure its obligations under the contract.

A Fund may also trade derivative contracts over-the-counter (OTC) in
transactions negotiated directly between the Fund and the counterparty. OTC
contracts do not necessarily have standard terms, so they cannot be directly
offset with other OTC contracts. In addition, OTC contracts with more
specialized terms may be more difficult to price than exchange traded contracts.

Depending upon how a Fund uses derivative contracts and the relationships
between the market value of a derivative contract and the underlying asset,
derivative contracts may increase or decrease a Fund's exposure to market and
currency risks, and may also expose a Fund to liquidity and leverage risks. OTC
contracts also expose a Fund to credit risks in the event that a counterparty
defaults on the contract.

A Fund may trade in the following types of derivative contracts.

Futures Contracts
Futures contracts provide for the future sale by one party and purchase by
another party of a specified amount of an underlying asset at a specified
price, date, and time. Entering into a contract to buy an underlying asset
is commonly referred to as buying a contract or holding a long position in
the asset. Entering into a contract to sell an underlying asset is commonly
referred to as selling a contract or holding a short position in the asset.
Futures contracts are considered to be commodity contracts. Futures
contracts traded OTC are frequently referred to as forward contracts.

The Funds may buy/sell the following types of futures contracts: Financial
Futures and Stock Index Futures.

Options
Options are rights to buy or sell an underlying asset for a specified price
(the exercise price) during, or at the end of, a specified period. A call
option gives the holder (buyer) the right to buy the underlying asset from
the seller (writer) of the option. A put option gives the holder the right
to sell the underlying asset to the writer of the option. The writer of the
option receives a payment, or premium, from the buyer, which the writer
keeps regardless of whether the buyer uses (or exercises) the option.

A Fund may:

Buy call options on portfolio securities and on futures contracts in
anticipation of an increase in the value of the underlying asset.;

Buy put options on portfolio securities and on futures contracts in
anticipation of a decrease in the value of the underlying asset.; and

Buy or write options to close out existing options positions.

A Funds may also write call options to generate income from premiums, and
in anticipation of a decrease or only limited increase in the value of the
underlying asset. If a call written by a Fund is exercised, the Fund
foregoes any possible profit from an increase in the market price of the
underlying asset over the exercise price plus the premium received.

When a Fund writes options on futures contracts, it will be subject to
margin requirements similar to those applied to futures contracts.

Special Transactions

Repurchase Agreements
Repurchase agreements are transactions in which a Fund buys a security from a
dealer or bank and agrees to sell the security back at a mutually agreed upon
time and price. The repurchase price exceeds the sale price, reflecting a Fund's
return on the transaction. This return is unrelated to the interest rate on the
underlying security. The Funds will enter into repurchase agreements only with
banks and other recognized financial institutions, such as securities dealers,
deemed creditworthy by the Adviser.

A Fund's custodian or subcustodian will take possession of the securities
subject to repurchase agreements. The Adviser or subcustodian will monitor the
value of the underlying security each day to ensure that the value of the
security always equals or exceeds the repurchase price.

Repurchase agreements are subject to counterparty risks.

Reverse Repurchase Agreements
Reverse repurchase agreements are repurchase agreements in which a Fund is the
seller (rather than the buyer) of the securities, and agrees to repurchase them
at an agreed upon time and price. A reverse repurchase agreement may be viewed
as a type of borrowing by a Fund. Reverse repurchase agreements are subject to
credit risks. In addition, reverse repurchase agreements create leverage risks
because a Fund must repurchase the underlying security at a higher price,
regardless of the market value of the security at the time of repurchase.

Delayed Delivery Transactions
Delayed delivery transactions, including when issued transactions, are
arrangements in which a Fund buys securities for a set price, with payment and
delivery of the securities scheduled for a future time. During the period
between purchase and settlement, no payment is made by the Fund to the issuer
and no interest accrues to a Fund. A Fund records the transaction when it agrees
to buy the securities and reflects their value in determining the price of its
shares. Settlement dates may be a month or more after entering into these
transactions so that the market values of the securities bought may vary from
the purchase prices. Therefore, delayed delivery transactions create market
risks for the Fund. Delayed delivery transactions also involve credit risks in
the event of a counterparty default. These transactions create leverage risks.

Securities Lending
A Fund may lend portfolio securities to borrowers that the Adviser deems
creditworthy. In return, the Fund receives cash or liquid securities from the
borrower as collateral. The borrower must furnish additional collateral if the
market value of the loaned securities increases. Also, the borrower must pay the
Fund the equivalent of any dividends or interest received on the loaned
securities.

A Fund will reinvest cash collateral in securities that qualify as an acceptable
investment for the Fund. However, the Fund must pay interest to the borrower for
the use of cash collateral.

Loans are subject to termination at the option of the Fund or the borrower. The
Fund will not have the right to vote on securities while they are on loan, but
they will terminate a loan in anticipation of any important vote. The Fund may
pay administrative and custodial fees in connection with a loan and may pay a
negotiated portion of the interest earned on the cash collateral to a securities
lending agent or broker.

Securities lending activities are subject to market risks and credit risks.
These transactions create leverage risks.

Asset Coverage
In order to secure their obligations in connection with derivatives contracts or
special transactions, a Fund will either own the underlying assets, enter into
an offsetting transaction or set aside readily marketable securities with a
value that equals or exceeds the Fund's obligations. Unless a Fund has other
readily marketable assets to set aside, it cannot trade assets used to secure
such obligations without entering into an offsetting derivative contract or
terminating a special transaction. This may cause a Fund to miss favorable
trading opportunities or to realize losses on derivative contracts or special
transactions.

Investing in Securities of Other Investment Companies
A Fund may invest its assets in securities of other investment companies,
including the securities of affiliated money market funds, as an efficient means
of carrying out its investment policies and managing its uninvested cash.

Investment 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 ("S&P"), Prime-1 by Moody's Investors Service, Inc.
("Moody's"), or F-1+ or F-1 by Fitch IBCA, Inc. ("Fitch"), are all considered
rated in the highest short-term rating category.

If a security is downgraded below the minimum quality grade discussed above, the
Adviser will reevaluate the security, but will not be required to sell it.

INVESTMENT RISKS
There are many factors which may affect an investment in the Funds. The Funds'
risks are described below.

Stock Market Risks
The value of equity securities in a Fund's portfolio will rise and fall. These
fluctuations could be a sustained trend or a drastic movement. A Fund's
portfolio will reflect changes in prices of individual portfolio stocks or
general changes in stock valuations. Consequently, the Fund's share price may
decline.

The Adviser attempts to manage market risk by limiting the amount a Fund invests
in each company's equity securities. However, diversification will not protect a
Fund against widespread or prolonged declines in the stock market.

Interest Rate Risks
Prices of fixed income securities rise and fall in response to changes in the
interest rate paid by similar securities. Generally, when interest rates rise,
prices of fixed income securities fall. However, market factors, such as the
demand for particular fixed income securities, may cause the price of certain
fixed income securities to fall while the prices of other securities rise or
remain unchanged.

Interest rate changes have a greater effect on the price of fixed income
securities with longer durations. Duration measures the price sensitivity of a
fixed income security to changes in interest rates.

Liquidity Risks
Trading opportunities are more limited for fixed income securities that have not
received any credit ratings, have received ratings below investment grade or are
not widely held.

Trading opportunities are more limited for CMOs that have complex terms or that
are not widely held. These features may make it more difficult to sell or buy a
security at a favorable price or time. Consequently, a Fund may have to accept a
lower price to sell a security, sell other securities to raise cash or give up
an investment opportunity, any of which could have a negative effect on the
Fund's performance. Infrequent trading of securities may also lead to an
increase in their price volatility.

Liquidity risk also refers to the possibility that a Fund may not be able to
sell a security when it wants to. If this happens, the Fund will be required to
continue to hold the security or keep the position open, and the Fund could
incur losses.

Leverage Risks
Leverage risk is created when an investment exposes a Fund to a level of risk
that exceeds the amount invested. Changes in the value of such an investment
magnify the Funds' risk of loss and potential for gain.

Investments can have these same results if their returns are based on a multiple
of a specified index, security, or other benchmark.

Credit Risks
Credit risk is the possibility that an issuer will default on a security by
failing to pay interest or principal when due. If an issuer defaults, a Fund
will lose money.

Many fixed income securities receive credit ratings from services such as
Standard & Poor's and Moody's Investor Services, Inc. These services assign
ratings to securities by assessing the likelihood of issuer default. Lower
credit ratings correspond to higher credit risk. If a security has not received
a rating, a Fund must rely entirely upon the Adviser's credit assessment.

Fixed income securities generally compensate for greater credit risk by paying
interest at a higher rate. The difference between the yield of a security and
the yield of a U.S. Treasury security with a comparable maturity (the spread)
measures the additional interest paid for risk. Spreads may increase generally
in response to adverse economic or market conditions. A security's spread may
also increase if the security's rating is lowered, or the security is perceived
to have an increased credit risk. An increase in the spread will cause the price
of the security to decline.

Credit risk includes the possibility that a party to a transaction involving a
Fund will fail to meet its obligations. This could cause a Fund to lose the
benefit of the transaction or prevent a Fund from selling or buying other
securities to implement its investment strategy.

Currency Risks
Exchange rates for currencies fluctuate daily. The combination of currency risk
and market risks tends to make securities traded in foreign markets more
volatile than securities traded exclusively in the U.S.

The Adviser attempts to manage currency risk by limiting the amount the Fund
invests in securities denominated in a particular currency. However,
diversification will not protect the Fund against a general increase in the
value of the U.S. dollar relative to other currencies.

Risks of Foreign Investing
Foreign securities pose additional risks because foreign economic or political
conditions may be less favorable than those of the United States. Securities in
foreign markets may also be subject to taxation policies that reduce returns for
U.S. investors.

Foreign companies may not provide information (including financial statements)
as frequently or to as great an extent as companies in the United States.
Foreign companies may also receive less coverage than United States companies by
market analysts and the financial press. In addition, foreign countries may lack
uniform accounting, auditing and financial reporting standards or regulatory
requirements comparable to those applicable to U.S. companies. These factors may
prevent a Fund and its Adviser from obtaining information concerning foreign
companies that is as frequent, extensive and reliable as the information
available concerning companies in the United States.

Foreign countries may have restrictions on foreign ownership of securities or
may impose exchange controls, capital flow restrictions or repatriation
restrictions which could adversely affect the liquidity of a Fund's investments.

Prepayment Risks
Unlike traditional fixed income securities, which pay a fixed rate of interest
until maturity (when the entire principal amount is due) payments on mortgage
backed securities include both interest and a partial payment of principal.
Partial payment of principal may be comprised of scheduled principal payments as
well as unscheduled payments from the voluntary prepayment , refinancing, or
foreclosure of the underlying loans. These unscheduled prepayments of principal
create risks that can adversely affect a Fund holding mortgage backed
securities.

For example, when interest rates decline, the values of mortgage backed
securities generally rise. However, when interest rates decline, unscheduled
prepayments can be expected to accelerate, and the Fund would be required to
reinvest the proceeds of the prepayments at the lower interest rates then
available. Unscheduled prepayments would also limit the potential for capital
appreciation on mortgage backed securities.

Conversely, when interest rates rise, the values of mortgage backed securities
generally fall. Since rising interest rates typically result in decreased
prepayments, this could lengthen the average lives of mortgage backed
securities, and cause their value to decline more than traditional fixed income
securities.

Generally, mortgage backed securities compensate for the increased risk
associated with prepayments by paying a higher yield. The additional interest
paid for risk is measured by the difference between the yield of a mortgage
backed security and the yield of a U.S. Treasury security with a comparable
maturity (the spread). An increase in the spread will cause the price of the
mortgage backed security to decline. Spreads generally increase in response to
adverse economic or market conditions. Spreads may also increase if the security
is perceived to have an increased prepayment risk or is perceived to have less
market demand.

Tax Risks
In order to be tax-exempt, municipal securities must meet certain legal
requirements. Failure to meet such requirements may cause the interest received
and distributed by the Fund to shareholders to be taxable.

Changes or proposed changes in federal tax laws may cause the prices of
municipal securities to fall.

Sector Risks
A substantial part of a Fund's portfolio may be comprised of securities issued
or credit enhanced by companies in similar businesses, or with other similar
characteristics. As a result, the Fund will be more susceptible to any economic,
business, political, or other developments which generally affect these issuers.

Risks Associated with Noninvestment Grade Securities
Securities rated below investment grade, also known as junk bonds, generally
entail greater market, credit and liquidity risks than investment grade
securities. For example, their prices are more volatile, economic downturns and
financial setbacks may affect their prices more negatively, and their trading
market may be more limited.

Call Risks
Call risk is the possibility that an issuer may redeem a fixed income security
before maturity (a call) at a price below its current market price. An increase
in the likelihood of a call may reduce the security's price.

If a fixed income security is called, the Fund may have to reinvest the proceeds
in other fixed income securities with lower interest rates, higher credit risks,
or other less favorable characteristics.

<PAGE>

fundamental investment objective
Riggs Bond Fund seeks to provide a high level of current income as is consistent
with the preservation of capital.

Riggs Intermediate Tax free Bond Fund seeks to provide a high level of current
income which is exempt from federal income tax consistent with the preservation
of principal.

Riggs Large Cap Growth Fund seeks to provide capital appreciation.

Riggs Long Term Tax Free Bond Fund seeks to provide a high level of current
income which is exempt from federal income tax.

The above listed fundamental investment objectives cannot be changed by the
Fund's Trustees without shareholder approval.

INVESTMENT LIMITATIONS
Borrowing Money and Issuing Senior Securities
The Fund may borrow money, directly or indirectly, and issue senior securities
to the maximum extent permitted under the 1940 Act, any rule or order
thereunder, or any SEC staff interpretation thereof.

Lending
The Funds may not make loans, provided that this restriction does not prevent
the Funds from purchasing debt obligations, entering into repurchase agreements,
lending its assets to broker/dealers or institutional investors and investing in
loans, including assignments and participation interests.

Investing in Commodities
The Fund may not purchase or sell physical commodities, provided that the Fund
may purchase securities of companies that deal in commodities. For purposes of
this restriction, investments in transactions involving futures contracts and
options, forward currency contracts, swap transactions and other financial
contracts that settle by payment of cash are not deemed to be investments in
commodities.

Investing in Real Estate
The Funds may not purchase or sell real estate, provided that this restriction
does not prevent the Funds from investing in issuers which invest, deal, or
otherwise engage in transactions in real estate or interests therein, or
investing in securities that are secured by real estate or interests therein.
The Funds may exercise their rights under agreements relating to such
securities, including the right to enforce security interests and to hold real
estate acquired by reason of such enforcement until that real estate can be
liquidated in an orderly manner.

Diversification
With respect to securities comprising 75% of the value of its total assets, the
Funds will not purchase securities of any one issuer (other than cash; cash
items; securities issued or guaranteed by the government of the United States or
its agencies or instrumentalities and repurchase agreements collateralized by
such U.S. government securities; and securities of other investment companies)
if, as a result, more than 5% of the value of their total assets would be
invested in securities of that issuer, or the Funds would own more than 10% of
the outstanding voting securities of that issuer.

Concentration
The Fund will not make investments that will result in the concentration of its
investments in the securities of issuers primarily engaged in the same industry.
For purposes of this restriction, the term concentration has the meaning set
forth in the 1940 Act, any rule or order thereunder, or any SEC staff
interpretation thereof. Government securities and municipal securities will not
be deemed to constitute an industry.

Underwriting
The Funds may not underwrite the securities of other issuers, except that the
Funds may engage in transactions involving the acquisition, disposition or
resale of their portfolio securities, under circumstances where they may be
considered to be an underwriter under the Securities Act of 1933.

<PAGE>

The above limitations cannot be changed by the Board of Trustees (Board) unless
authorized by the "vote of a majority of its outstanding voting securities," as
defined by the Investment Company Act. The following limitations, however, may
be changed by the Board without shareholder approval. Shareholders will be
notified before any material change in these limitations becomes effective.

Pledging Assets
The Funds will not mortgage, pledge, or hypothecate any of their assets,
provided that this shall not apply to the transfer of securities in connection
with any permissible borrowing or to collateral arrangements in connection with
permissible activities.

Buying on Margin
The Funds will not purchase securities on margin, provided that the Funds may
obtain short-term credits necessary for the clearance of purchases and sales of
securities, and further provided that the Funds may make margin deposits in
connection with their use of financial options and futures, forward and spot
currency contracts, swap transactions and other financial contracts or
derivative instruments.

Illiquid Securities
Each Fund will not purchase securities for which there is no readily available
market, or enter into repurchase agreements or purchase time deposits maturing
in more than seven days if immediately after and as a result, the value of such
securities would exceed, in the aggregate, 15% of the net assets of each Fund.

Investing in Other Investment Companies
Each Fund may invest its assets in securities of other investment
companies as an efficient means of carrying out its investment policies. It
should be noted that investment companies incur certain expenses, such as
management fees, and, therefore, any investment by the Funds in shares of other
investment companies may be subject to such duplicate expenses. At the present
time, each Fund expects that its investments in other investment companies may
include shares of money market funds, including funds affiliated with the Fund's
investment adviser.

The Funds may invest in the securities of affiliated money market funds
as an efficient means of managing the Fund's uninvested cash.

DETERMINING MARKET VALUE OF SECURITIES
The market values of the Funds' portfolio securities are determined as follows:

for equity securities, according to the last sale price in the market
in which they are primarily traded (either a national securities exchange or
the over-the-counter market), if available;

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

for fixed income securities, at the last sale price on a national
securities exchange, if available, otherwise, as determined by an independent
pricing service;

o futures contracts and options are generally valued at market values
established by the exchanges on which they are traded at the close of trading
on such exchanges. Options traded in the over-the-counter market are
generally valued according to the mean between the last bid and the last
asked price for the option as provided by an investment dealer or other
financial institution that deals in the option. The Board may determine in
good faith that another method of valuing such investments is necessary to
appraise their fair market value;

for short-term obligations, according to the mean between bid and asked
prices as furnished by an independent pricing service, except that short-term
obligations with remaining maturities of less than 60 days at the time of
purchase may be valued at amortized cost or at fair market value as
determined in good faith by the Board; and

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

<PAGE>

Prices provided by independent pricing services may be determined without
relying exclusively on quoted prices and may consider institutional trading in
similar groups of securities, yield, quality, stability, risk, coupon rate,
maturity, type of issue, trading characteristics, and other market data or
factors. From time to time, when prices cannot be obtained from an independent
pricing service, securities may be valued based on quotes from broker-dealers or
other financial institutions that trade the securities.

Trading in Foreign Securities
Trading in foreign securities may be completed at times which vary from the
closing of the New York Stock Exchange (NYSE). In computing its NAV, the Funds
value foreign securities at the latest closing price on the exchange on which
they are traded immediately prior to the closing of the NYSE. Certain foreign
currency exchange rates may also be determined at the latest rate prior to the
closing of the NYSE. Foreign securities quoted in foreign currencies are
translated into U.S. dollars at current rates. Occasionally, events that affect
these values and exchange rates may occur between the times at which they are
determined and the closing of the NYSE. If such events materially affect the
value of portfolio securities, these securities may be valued at their fair
value as determined in good faith by the Funds' Board, although the actual
calculation may be done by others.

WHAT DO SHARES COST?

The NAV for each class of Shares may differ due to the variance in daily net
income realized by each class. Such variance will reflect only accrued net
income to which the shareholders of a particular class are entitled.

REDUCING OR ELIMINATING THE CONTINGENT DEFERRED SALES CHARGE

You will not be charged a CDSC when redeeming shares:
o as a shareholder who acquired Shares prior to July 1, 1998 (including shares
acquired in exchange for shares acquired prior to July 1, 1998);

o purchased with reinvested dividends or capital gains;

o following the death or disability, as defined in Section 72(m)(7) of the
Internal Revenue Code of 1986, of the last surviving shareholder;

o representing minimum required distributions from an Individual Retirement
Account or other retirement plan to a shareholder who has attained the age
of 70 1/2;

o if a Fund redeems your Shares and closes your account for not meeting the
minimum balance; and

o which are qualifying redemptions of shares under a Systematic Withdrawal
Program.

In addition, you will not be charged a CDSC: o on shares held by Trustees,
employees and retired employees of the Funds, Riggs National Corporation and/or
its subsidiaries, or Federated Securities Corp. and/or its affiliates, and their
spouses and children under the age of 21;

o on shares originally purchased (i) through the Trust Division or the Private
Banking Division of Riggs Bank; (ii) through an investment adviser registered
under the Investment Advisers Act of 1940; (iii) through retirement plans
where the third party administrator has entered into certain arrangements
with Riggs Bank or its affiliates; or (iv) by any bank or dealer (in each
case for its own account) having a sales agreement with Federated Securities
Corp.; and

o on shares purchased through entities having no transaction fee agreements or
wrap accounts with Riggs Bank or its affiliates.

<PAGE>

HOW ARE THE FUNDS SOLD?

Under the Distributor's Contract with the Funds, the Distributor (Federated
Securities Corp.) offers Shares on a continuous, best-efforts basis.

RULE 12B-1 PLAN (Class R Shares and Class B Shares)
As a compensation-type plan, the Rule 12b-1 Plan is designed to pay the
Distributor (who may then pay investment professionals such as banks,
broker/dealers, trust departments of banks, and registered investment advisers)
for marketing activities (such as advertising, printing and distributing
prospectuses, and providing incentives to investment professionals) to promote
sales of Shares so that overall Fund assets are maintained or increased. This
helps the Funds achieve economies of scale, reduce per share expenses, and
provide cash for orderly portfolio management and Share redemptions. In
addition, the Funds' service providers that receive asset-based fees also
benefit from stable or increasing Fund assets.

The Funds may compensate the Distributor more or less than its actual marketing
expenses. In no event will the Funds pay for any expenses of the Distributor
that exceed the maximum Rule 12b-1 Plan fee.

For some classes of Shares, the maximum Rule 12b-1 Plan fee that can be paid in
any one year may not be sufficient to cover the marketing-related expenses the
Distributor has incurred. Therefore, it may take the Distributor a number of
years to recoup these expenses.

SHAREHOLDER SERVICES
The Funds may pay Federated Shareholder Services Company, a subsidiary of
Federated Investors, Inc. (Federated), for providing shareholder services and
maintaining shareholder accounts. Federated Shareholder Services Company may
select others to perform these services for their customers and may pay them
fees.

SUPPLEMENTAL PAYMENTS
Investment professionals may be paid fees out of the assets of the Distributor
and/or Federated Shareholder Services Company (but not out of Fund assets). The
Distributor and/or Federated Shareholder Services Company may be reimbursed by
the Adviser or its affiliates.

Investment professionals receive such fees for providing distribution-related or
shareholder services such as sponsoring sales, providing sales literature,
conducting training seminars for employees, and engineering sales-related
computer software programs and systems. Also, investment professionals may be
paid cash or promotional incentives, such as reimbursement of certain expenses
relating to attendance at informational meetings about the Funds or other
special events at recreational-type facilities, or items of material value.
These payments will be based upon the amount of Shares the investment
professional sells or may sell and/or upon the type and nature of sales or
marketing support furnished by the investment professional.

SUBACCOUNTING SERVICES

Certain investment professionals may wish to use the transfer agent's
subaccounting system to minimize their internal recordkeeping requirements. The
transfer agent may charge a fee based on the level of subaccounting services
rendered. Investment professionals holding Shares in a fiduciary, agency,
custodial, or similar capacity may charge or pass through subaccounting fees as
part of or in addition to normal trust or agency account fees. They may also
charge fees for other services that may be related to the ownership of Shares.
This information should, therefore, be read together with any agreement between
the customer and the investment professional about the services provided, the
fees charged for those services, and any restrictions and limitations imposed.

REDEMPTION IN KIND

Although the Funds intend to pay Share redemptions in cash, they reserve the
right, as described below, to pay the redemption price in whole or in part by a
distribution of the Funds' portfolio securities.

Because the Funds have elected to be governed by Rule 18f-1 under the Investment
Company Act of 1940, the Funds are obligated to pay Share redemptions to any one
shareholder in cash only up to the lesser of $250,000 or 1% of the net assets
represented by such Share class during any 90-day period.

Any Share redemption payment greater than this amount will also be in cash
unless the Funds' Board determines that payment should be in kind. In such a
case, the Funds will pay all or a portion of the remainder of the redemption in
portfolio securities, valued in the same way as the Funds determine their NAV.
The portfolio securities will be selected in a manner that the Funds' Board
deems fair and equitable and, to the extent available, such securities will be
readily marketable.

Redemption in kind is not as liquid as a cash redemption. If redemption is made
in kind, shareholders receiving the portfolio securities and selling them before
their maturity could receive less than the redemption value of the securities
and could incur certain transaction costs.

MASSACHUSETTS PARTNERSHIP LAW

Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for obligations of the Trust. To protect its
shareholders, the Trust has filed legal documents with Massachusetts that
expressly disclaim the liability of its shareholders for acts or obligations of
the Trust.

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

ACCOUNT AND SHARE INFORMATION

VOTING RIGHTS
Each share of each Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote. All Shares of each Fund have
equal voting rights, except that in matters affecting only a particular Fund
class are entitled to vote.

Trustees may be removed by the Board or by shareholders at a special meeting. A
special meeting of shareholders will be called by the Board upon the written
request of shareholders who own at least 10% of the Trust's outstanding shares
of all series entitled to vote.

Shareholders owning 25% or more of outstanding Shares may be in control and be
able to affect the outcome of certain matters presented for a vote of
shareholders.

TAX INFORMATION

FEDERAL INCOME TAX
The Funds intend to meet requirements of Subchapter M of the Internal Revenue
Code applicable to regulated investment companies. If these requirements are not
met, it will not receive special tax treatment and will pay federal income tax.

Each Fund will be treated as a single, separate entity for federal income tax
purposes so that income earned and capital gains and losses realized by the
Trust's other portfolios will be separate from those realized by a Fund.

FOREIGN INVESTMENTS
If the Funds purchase foreign securities, their investment income may be subject
to foreign withholding or other taxes that could reduce the return on these
securities. Tax treaties between the United States and foreign countries,
however, may reduce or eliminate the amount of foreign taxes to which a Fund
would be subject. The effective rate of foreign tax cannot be predicted since
the amount of Fund assets to be invested within various countries is uncertain.
However, the Funds intend to operate so as to qualify for treaty-reduced tax
rates when applicable.

<PAGE>

Distributions from a Fund may be based on estimates of book income for the year.
Book income generally consists solely of the coupon income generated by the
portfolio, whereas tax-basis income includes gains or losses attributable to
currency fluctuation. Due to differences in the book and tax treatment of
fixed-income securities denominated in foreign currencies, it is difficult to
project currency effects on an interim basis. Therefore, to the extent that
currency fluctuations cannot be anticipated, a portion of distributions to
shareholders could later be designated as a return of capital, rather than
income, for income tax purposes, which may be of particular concern to simple
trusts.

If a Fund invests in the stock of certain foreign corporations, they may
constitute Passive Foreign Investment Companies (PFIC), and the Fund may be
subject to Federal income taxes upon disposition of PFIC investments.

If more than 50% of the value of a Fund's assets at the end of the tax year is
represented by stock or securities of foreign corporations, the Fund intends to
qualify for certain Code stipulations that would allow shareholders to claim a
foreign tax credit or deduction on their U.S. income tax returns. The Code may
limit a shareholder's ability to claim a foreign tax credit. Shareholders who
elect to deduct their portion of a Fund's foreign taxes rather than take the
foreign tax credit must itemize deductions on their income tax returns.

WHO MANAGES AND PROVIDES SERVICES TO THE FUNDS?

BOARD OF TRUSTEES
The Board is responsible for managing the Trust's business affairs and for
exercising all the Trust's powers except those reserved for the shareholders.
Information about each Board member is provided below and includes each
person's: name, address, birth date, present position(s) held with the Trust,
principal occupations for the past five years and positions held prior to the
past five years, total compensation received as a Trustee from the Trust for its
most recent fiscal year. The Trust is comprised of four funds.

As of December ______, 1999, the Funds' Board and Officers as a group owned less
than 1% of the Funds' outstanding Class R and B Shares.

<PAGE>

Name Aggregate
Birth Date Compensation
Address From Trust
Position With Trust Principal Occupations
for Past Five Years
John F. Donahue*+ Chief Executive Officer and Director or Trustee of the $0
Birth Date: July 28, 1924 Federated Fund Complex; Chairman and Director,
Federated Investors Tower Federated Investors, Inc.; Chairman and Trustee,
1001 Liberty Avenue Federated Investment Management Company; Chairman and
Pittsburgh, PA Director, Federated Investment Counseling, and
CHAIRMAN and TRUSTEE Federated Global Investment Management Corp.; Chairman,
Passport Research, Ltd.
Thomas G. Bigley Director or Trustee of the Federated Fund Complex; $1412.26
Birth Date: February 3, 1934 Director, Member of Executive Committee, Children's
15 Old Timber Trail Hospital of Pittsburgh; Director, Robroy Industries,
Pittsburgh, PA Inc. (coated steel conduits/computer storage
TRUSTEE equipment); formerly: Senior Partner, Ernst & Young
LLP; Director, MED 3000 Group, Inc. (physician practice
management); Director, Member of Executive Committee,
University of Pittsburgh
John T. Conroy, Jr. Director or Trustee of the Federated Fund Complex; $1553.73
Birth Date: June 23, 1937 President, Investment Properties Corporation; Senior
Wood/Commercial Dept. Vice President, John R. Wood and Associates, Inc.,
John R. Wood Associates, Inc. Realtors; Partner or Trustee in private real estate
Realtors ventures in Southwest Florida; formerly: President,
3255 Tamiami Trial North Naples Property Management, Inc. and Northgate Village
Naples, FL Development Corporation.
TRUSTEE
Nicholas Constantakis Director or Trustee of the Federated Fund Complex; $1412.26
Birth Date: September 3, 1939 formerly: Partner, Andersen Worldwide SC.
175 Woodshire Drive
Pittsburgh, PA
TRUSTEE
John F. Cunningham Director or Trustee of some of the Federated Fund $0
Birth Date: March 5, 1943 Complex; Chairman, President and Chief Executive
353 El Brillo Way Officer, Cunningham & Co., Inc. (strategic business
Palm Beach, FL consulting); Trustee Associate, Boston College;
TRUSTEE Director, Iperia Corp. (communications/software);
formerly: Director, Redgate Communications and EMC
Corporation (computer storage systems).

Previous Positions: Chairman of the Board and Chief
Executive Officer, Computer Consoles, Inc.; President
and Chief Operating Officer, Wang Laboratories;
Director, First National Bank of Boston; Director,
Apollo Computer, Inc.
Lawrence D. Ellis, M.D.* Director or Trustee of the Federated Fund Complex; $1412.26
Birth Date: October 11, 1932 Professor of Medicine, University of Pittsburgh;
3471 Fifth Avenue Medical Director, University of Pittsburgh Medical
Suite 1111 Center - Downtown; Hematologist, Oncologist, and
Pittsburgh, PA Internist, University of Pittsburgh Medical Center;
TRUSTEE Member, National Board of Trustees, Leukemia Society of
America.

Peter E. Madden Director or Trustee of the Federated Fund Complex; $1446.23
Birth Date: March 16, 1942 formerly: Representative, Commonwealth of Massachusetts
One Royal Palm Way General Court; President, State Street Bank and Trust
100 Royal Palm Way Company and State Street Corporation.
Palm Beach, FL
TRUSTEE Previous Positions: Director, VISA USA and VISA
International; Chairman and Director, Massachusetts
Bankers Association; Director, Depository Trust
Corporation; Director, The Boston Stock Exchange.
Charles F. Mansfield, Jr. Director or Trustee of some of the Federated Fund $0
Birth Date: April 10, 1945 Complex; Management Consultant.
80 South Road
Westhampton Beach, NY Previous Positions: Chief Executive Officer, PBTC
TRUSTEE International Bank; Partner, Arthur Young & Company
(now Ernst & Young LLP); Chief Financial Officer of
Retail Banking Sector, Chase Manhattan Bank; Senior
Vice President, Marine Midland Bank; Vice President,
Citibank; Assistant Professor of Banking and Finance,
Frank G. Zarb School of Business, Hofstra University.
John E. Murray, Jr., J.D., Director or Trustee of the Federated Fund Complex; $1446.23
S.J.D. President, Law Professor, Duquesne University;
Birth Date: December 20, 1932 Consulting Partner, Mollica & Murray; Director, Michael
President, Duquesne University Baker Corp. (engineering, construction, operations and
Pittsburgh, PA technical services).
TRUSTEE
Previous Positions: Dean and Professor of Law,
University of Pittsburgh School of Law; Dean and
Professor of Law, Villanova University School of Law.
Marjorie P. Smuts Director or Trustee of the Federated Fund Complex; $1412.26
Birth Date: June 21, 1935 Public Relations/Marketing/Conference Planning.
4905 Bayard Street
Pittsburgh, PA Previous Positions: National Spokesperson, Aluminum
TRUSTEE Company of America; television producer; business owner.
John S. Walsh Director or Trustee of some of the Federated Fund $339.20
Birth Date: November 28, 1957 Complex; President and Director, Heat Wagon, Inc.
2007 Sherwood Drive (manufacturer of construction temporary heaters);
Valparaiso, IN President and Director, Manufacturers Products, Inc.
TRUSTEE (distributor of portable construction heaters);
President, Portable Heater Parts, a division of
Manufacturers Products, Inc.; Director, Walsh & Kelly,
Inc. (heavy highway contractor); formerly: Vice
President, Walsh & Kelly, Inc.
J. Christopher Donahue+ President or Executive Vice President of the Federated $0
Birth Date: April 11, 1949 Fund Complex; Director or Trustee of some of the Funds
Federated Investors Tower in the Federated Fund Complex; President, Chief
1001 Liberty Avenue Executive Officer and Director, Federated Investors,
Pittsburgh, PA Inc.; President and Trustee, Federated Investment
EXECUTIVE VICE PRESIDENT AND Management Company; President and Trustee, Federated
TRUSTEE Investment Counseling; President and Director,
Federated Global Investment Management Corp.;
President, Passport Research, Ltd.; Trustee, Federated
Shareholder Services Company; Director, Federated
Services Company.

<PAGE>

Edward C. Gonzales* Trustee or Director of some of the Funds in the
Birth Date: October 22, 1930 Federated Fund Complex; President, Executive Vice $0
Federated Investors Tower President and Treasurer of some of the Funds in the
1001 Liberty Avenue Federated Fund Complex; Vice Chairman, Federated
Pittsburgh, PA Investors, Inc.; Vice President, Federated Investment
PRESIDENT AND TREASURER Management Company and Federated Investment
Counseling, Federated Global Investment Management
Corp. and Passport Research, Ltd.; Executive Vice
President and Director, Federated Securities Corp.;
Trustee, Federated Shareholder Services Company.
John W. McGonigle Executive Vice President and Secretary of the Federated
Birth Date: October 26, 1938 Fund Complex; Executive Vice President, Secretary, and $0
Federated Investors Tower Director, Federated Investors, Inc.; Trustee, Federated
1001 Liberty Avenue Investment Management Company and Federated Investment
Pittsburgh, PA Counseling; Director, Federated Global Investment
EXECUTIVE VICE PRESIDENT AND Management Corp.; Director, Federated Services Company
SECRETARY and Federated Securities Corp.

Richard B. Fisher President or Vice President of some of the Funds in the
Birth Date: May 17, 1923 Federated Fund Complex; Director or Trustee of some of $0
Federated Investors Tower the Funds in the Federated Fund Complex; Executive Vice
1001 Liberty Avenue President, Federated Investors, Inc.; Chairman and
Pittsburgh, PA Director, Federated Securities Corp.
VICE PRESIDENT
- --------------------------------------------------------------------------------------------------------------
Joseph S. Machi Vice President and Assistant Treasurer of some of the $0
Birth Date: May 22, 1962 Funds.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA

</TABLE>

VICE PRESIDENT
An asterisk (*) denotes a Trustee who is deemed to be an interested person as
defined in the Investment Company Act of 1940.

A pound sign (#) denotes a Member of the Board's Executive Committee, which
handles the Board's responsibilities between its meetings.

+ Mr. Donahue is the father of J. Christopher Donahue, Executive Vice
President of the Trust.

++ Mr. Walsh became a member of the Board of Trustees on January 1, 1999.
Messrs. Cunningham and Mansfieldbecame members of the Board on June 15, 1999.
Messrs. Cunningham and Mansfield did not receive any fees as of the fiscal year
end of the Trust.

INVESTMENT ADVISER

The Adviser conducts investment research and makes investment decisions for the
Funds. The Adviser, Riggs Investment Management Corp. and J. Bush & Co. are
subsidiaries of Riggs National Corporation, a bank holding company.

<PAGE>

The Adviser shall not be liable to the Trust or any Fund shareholder 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.

Other Related Services
Affiliates of the Adviser may, from time to time, provide certain electronic
equipment and software to institutional customers in order to facilitate the
purchase of Fund Shares offered by the Distributor.

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. 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 may select brokers and dealers
based on whether they also offer research services (as described below). In
selecting among firms believed to meet these criteria, the Adviser may give
consideration to those firms which have sold or are selling Shares of the Funds
and other funds distributed by the Distributor and its affiliates. The Adviser
makes decisions on portfolio transactions and selects brokers and dealers
subject to review by the Funds' Board.

Research Services
Research services 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 may be used by the Adviser in advising other accounts. To the extent
that receipt of these services may replace 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 those 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.

Investment decisions for the Funds are made independently from those of other
accounts managed by the Adviser. When the Funds and one or more of those
accounts invests in, or disposes of, the same security, available investments or
opportunities for sales will be allocated among the Funds and the account(s) in
a manner believed by the Adviser to be equitable. While the coordination and
ability to participate in volume transactions may benefit the Funds, it is
possible that this procedure could adversely impact the price paid or received
and/or the position obtained or disposed of by the Funds.

ADMINISTRATOR
Federated Services Company, a subsidiary of Federated, provides administrative
personnel and services (including certain legal and financial reporting
services) necessary to operate the Funds. Federated Services Company provides
these at an annual rate of 0.16% of the average aggregate daily net assets of
the Trust.

Federated Services Company also provides certain accounting and recordkeeping
services with respect to the Funds' portfolio investments for a fee based on
Fund assets plus out-of-pocket expenses.

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.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
Federated Services Company, through its registered transfer agent subsidiary,
Federated Shareholder Services Company, maintains all necessary shareholder
records. The Funds pay the transfer agent a fee based on the size, type and
number of accounts and transactions made by shareholders.

INDEPENDENT auditors
The independent auditor for the Fund, Arthur Andersen LLP, plans and performs
its audit so it may provide an opinion as to whether each Fund's financial
statements and financial highlights are free of material misstatement.

HOW DO THE FUNDS MEASURE PERFORMANCE?

The Funds may advertise Share performance by using the Securities and Exchange
Commission's (SEC) standard method for calculating performance applicable to all
mutual funds. The SEC also permits this standard performance information to be
accompanied by non-standard performance information.

Share performance reflects the effect of non-recurring charges, such as maximum
sales charges, which, if excluded, would increase the total return and yield.
The performance of Shares depends upon such variables as: portfolio quality;
average portfolio maturity; type and value of portfolio securities; changes in
interest rates; changes or differences in the Funds' or any class of Shares'
expenses; and various other factors.

Share performance fluctuates on a daily basis largely because net earnings
fluctuate daily. Both net earnings and offering price per Share are factors in
the computation of yield and total return.

TOTAL RETURN
Total return represents the change (expressed as a percentage) in the value of
Shares over a specific period of time, and includes the investment of income and
capital gains distributions.

The average annual total return for Shares 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 NAV 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 annual reinvestment of all
dividends and distributions.

yield
The yield of Shares is calculated by dividing: (i) the net investment income per
Share earned by the Shares over a 30-day period; by (ii) the maximum offering
price per Share on the last day of the period. This number is then annualized
using semi-annual compounding. This means that the amount of income generated
during the 30-day period is assumed to be generated each month over a 12-month
period and is reinvested every six months. The yield does not necessarily
reflect income actually earned by Shares because of certain adjustments required
by the SEC and, therefore, may not correlate to the dividends or other
distributions paid to shareholders.

To the extent investment professionals and broker/dealers charge fees in
connection with services provided in conjunction with an investment in Shares,
the Share performance is lower for shareholders paying those fees.

PERFORMANCE COMPARISONS
Advertising and sales literature may include:

o references to ratings, rankings, and financial publications and/or
performance comparisons of Shares to certain indices;

o charts, graphs and illustrations using the Funds' returns, or returns in
general, that demonstrate investment concepts such as tax-deferred
compounding, dollar-cost averaging and systematic investment;

o discussions of economic, financial and political developments and their
impact on the securities market, including the portfolio manager's views on
how such developments could impact the Fund; and

o information about the mutual fund industry from sources such as the
Investment Company Institute.

Advertising and sales literature for the Funds may also include statements
describing the history of Riggs Bank. For example, reference may be made to
Riggs Bank's heritage of serving historical and political figures and financing
projects that have been important to the growth of the United States.

The Funds may compare their performance, or performance for the types of
securities in which they invest, to a variety of other investments, including
federally insured bank products such as bank savings accounts, certificates of
deposit, and Treasury bills.

The Funds may quote information from reliable sources regarding individual
countries and regions, world stock exchanges, and economic and demographic
statistics.

You may use financial publications and/or indices to obtain a more complete view
of Share performance. When comparing performance, you should consider all
relevant factors such as the composition of the 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:

Consumer Price Index (CPI) is the measure of change in consumer prices, as
determined by a monthly survey of the U.S. Bureau of Labor Statistics. Many
pension and employment contracts are tied to changes in consumer prices, as
protection against inflation and reduced purchasing power. Among the CPI
components are housing costs, food, transportation, and electricity. The CPI is
also known as the cost-of-living index.

BOND FUND:

o Lehman Brothers Government/Corporate Bond Index is composed of all
bonds that are investment grade rated Baa or higher by Moody's or
BBB or higher by S&P, if unrated by Moody's. Issues must have at
least one year to maturity. Total return comprises price
appreciation/depreciation and income as a percentage of the original
investment.

INTERMEDIATE TAX FREE BOND FUND:

o Lehman Municipal Index/3 Year is an unmanaged index of municipal
bonds issued after January 1, 1991 with a minimum credit rating of
at least Baa, been issued as part of a deal of at least $50 million,
have a maturity value of at least $3 million and a maturity range of
1-5 years. As of January 1996 the index also includes zero coupon
bonds and bonds subject to the Alternative Minimum Tax.

LARGE CAP GROWTH 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.

LONG TERM TAX FREE BOND FUND:

o Lehman Municipal Index/7 Year is an unmanaged index of municipal
bonds issued after January 1, 1991 with a minimum credit rating of
at least Baa, been issued a spart of a deal of at least $50 million,
have a maturity value of at least $3 million and a maturity range of
4-6 years. As of January 1996 the index also includes zero coupon
bonds and bonds subject to the Alternative Minimum Tax.

<PAGE>

ADDRESSES

riggs funds

Class R Shares,
Class B Shares

5800 Corporate Drive
Pittsburgh, PA 15237-7010

Distributor
Federated Securities Corp.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Investment Adviser
Riggs Bank, N.A.
800 17th Street N.W.
Washington, D.C. 20006-3950

Sub-Adviser
Riggs Investment Management Corp.
800 17th Street N.W.
Washington, D.C. 20006-3950
(Sub-Adviser to the Bond Fund, Intermediate Tax Free Bond Fund and Long Term
Tax Free Bond Fund)

J. Bush & Co.
55 Whitney Avenue
New Haven, CT 06510
(Sub-Adviser to the Large Cap Growth Fund)

Custodian
Riggs Bank N.A.
Riggs Funds
5700 RiverTech Court
Riverdale, MD 20737-1250

Transfer Agent and Dividend Disbursing Agent
Federated Shareholder Services Company
P.O. Box 8600
Boston, MA 02266-8600

Independent Public Accountants
Arthur Andersen LLP
225 Franklin Street

Boston, MA 02110-2812

Cusip 76656A___
Cusip 76656A___
Cusip 76656A___
Cusip 76656A___
Cusip 76656A___

PART C. OTHER INFORMATION.

Item 23. Exhibits: (a) (i) Conformed Copy of Declaration of Trust of the
Registrant; (1)

(ii) Conformed copy of Amendment No. 3 to the Declaration of Trust of the
Registrant; (8)

(iii) Conformed copy of Amendment No. 4 to the Declaration of Trust of the
Registrant; (8)

(iv) Conformed copy of Amendment No. 5 to the Declaration of Trust of the
Registrant;(8)

(v) Conformed copy of Amendment No. 6 to the Declaration of Trust of the
Registrant; (15)

(vi) Conformed copy of Amendment No. 7 to the Declaration of Trust of the
Registrant; (15)

(b) Copy of By-Laws of the Registrant;(1)

(c) (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)

(d) Conformed copy of Investment Advisory Contract of the Registrant and
Exhibits A through E of the Investment Advisory Contract; (7)

(e) (i) Conformed copy of Distributor's Contract of the Registrant and
Exhibits A and B thereto;(7)

(ii) Conformed copy of Exhibit C to Registrant's Distributor's
Contract;(10)

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).

10.Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 10 on Form N-1A filed June 26, 1997. (File Nos. 33-40428 and
811-6309).

15.Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 17 on Form N-1A filed September 10, 1999. (File Nos. 33-40428
and 811-6309).

<PAGE>

(iii) Conformed copy of Exhibits D & E to Registrant's Distributor's
Contract; (13)

(iv) Conformed copy of Exhibits F & G to Registrant's Distributor's
Contract; (15)

(f) Not applicable;

(g) (i) Conformed copy of Custodian Agreement of the Registrant;(1)

(ii)Copy of Custodial Compensation;(11)

(iii) Conformed copy of Custody Agreement between Riggs Bank N.A and The
Bank of New York dated June 8, 1998; (13)

(h) (i)Conformed copy of Transfer Agency and Service Agreement;(5) (ii)
Conformed copy of Administrative Services Agreement; (5)

(iii) Conformed copy of Shareholder Services Agreement;(12)

(iv) Conformed Copy of Shareholder Services Plan;(12)

(i) Conformed copy of Opinion and Consent of Counsel as to legality of
shares being registered; (9)

(j) Conformed copy of Consent of Independent Auditor; (14)

(k) Not applicable;

(l) Conformed copy of Initial Capital Understanding; (9)

(m) (i) Conformed copy of Distribution Plan of the Registrant; (8)

(ii) Conformed copy of Exhibits B & C to the Distribution Plan of the
Registrant;(13)

(iii) Copy of Registrant's Rule 12b-1 Agreement; (8)

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).

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).

11.Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 11 on Form N-1A filed April 24, 1998. (File Nos. 33-40428 and
811-6309).

12.Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 12 on Form N-1A filed June 29, 1998. (File Nos. 33-40428 and
811-6309).

13.Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 13 on Form N-1A filed June 18, 1999. (File Nos. 33-40428 and
811-6309).

14.Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 16 on Form N-1A filed August 26, 1999. (File Nos. 33-40428
and 811-6309).

15.Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 17 on Form N-1A filed September 10, 1999. (File Nos. 33-40428
and 811-6309).

<PAGE>

(n) Copy of Financial Data Schedules; (not included per footnote 60 of
Release No. 33-7684).

(o) (i) Conformed copy of Registrant's Multiple Class Plan;(10)

(ii) Conformed copy of Registrant's Multiple Class Plan, as Amended,
Effective May 16, 1996;(10)

(iii) Conformed copy of Registrant's Multiple Class Plan, as amended,
effective July 1, 1998;(13)

(iv) Conformed copy of Multiple Class Plan, as amended, effective September
1, 1998; (13)

(p) (i) Conformed copy of Power of Attorney of the Registrant; (15)

(ii) Conformed copy of Power of Attorney of John S. Walsh, Trustee; (13)

(iii) Conformed copy of Power of Attorney of Charles F. Mansfield, Trustee;
(15)

(iv) Conformed copy of Power of Attorney of John F. Cunningham, Trustee;
(15)

Item 24. Persons Controlled by or Under Common Control with the Fund:

None

Item 25. Indemnification: (2)

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).

10.Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 10 on Form N-1A filed June 26, 1997. (File Nos. 33-40428 and
811-6309).

13.Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 13 on Form N-1A filed June 18, 1999. (File Nos. 33-40428 and
811-6309).

15.Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 17 on Form N-1A filed September 10, 1999. (File Nos. 33-40428
and 811-6309).

Item 26. Business and Other Connections of the Investment Adviser:

(a) The Board of Trustees governs the Funds. The Board selects and oversees the
Adviser, Riggs Bank, N.A. The Adviser manages the Funds' assets, including
buying and selling portfolio securities. The Adviser's address is 800 17th
Street N.W., Washington, D.C. 20006. The Adviser has delegated daily
management of the Funds to the following Sub-Advisers: Riggs Investment
Management Corp. ("RIMCO") (with respect to the Bond Fund, Intermediate Tax
Free Bond Fund and Long Term Tax Free Bond Fund); and J. Bush & Co. (with
respect to Large Cap Growth Fund). Riggs Bank, N.A. is a subsidiary of
Riggs National Corporation, a bank holding company. Riggs Bank, N.A., or
its subsidiary RIMCO, has advised the Riggs Funds since September 1991, and
as of April 30, 1999, provides investment advice for assets approximating
$2.7 billion. Riggs Bank, N.A. has a varied client base of approximately
100 other relationships including corporate, union and public pension
plans, foundations, endowments and associations. J. Bush & Co. manages over
______ billion in _____ mutual funds, and _____ commingled accounts. In
addition, J. Bush & Co. is a sub-adviser to several clients with various
accounts totaling more than ______ billion. These Sub-Advisers are paid by
the Adviser and not by the Funds. The business addresses of the
Sub-adviser's are: Riggs Investment Management Corp. 800 17th Street N.W.
Washington, D.C. 20006-3950; and J. Bush & Co., 55 Whitney Avenue, New
Haven, CT 06510.

(b)

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

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.

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

Other Substantial
Business, Profession,
Name Position with Adviser Vocation or Employment
- ---------------------------------- ------------------------------------ ----------------------------------------------
Ronald A. Marsilia President and Chief Managing Director, Riggs &
Operating Officer and Co., a division of Riggs
Director - Board Bank N.A.

Nathan Reischer Director - Fixed Income, Chief Managing Director, Riggs & Co., a division
Fixed Income Strategist and of Riggs Bank N.A.
Director-Board

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

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

Weijiang Ga Assistant Director - Assistant Director, Riggs &
Performance Measurement Co., a division of Riggs Bank N.A.

Philip S. Brown Director - Client Director, Riggs & Co., a
Services division of Riggs Bank N.A.

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

Joseph E. Konrad Director-Technology Director, Riggs & Co., a division of Riggs
Bank, N.A.

Christine J. Kyle Director - Equity Trading Director, Riggs & Co, a division of Riggs
Bank N.A.

Micheal C. Sahakian Assistant Director-Client Services Assistant Director, Riggs & Co., a division
of Riggs Bank N.A.

Spencer C. Smith Assistant Director-Marketing Assistant Director, Riggs & Co., a division
of Riggs Bank N.A.

Elizabeth Shephard Farrar Assistant Director-Client Services Assistant Director, Riggs & Co., a division
of Riggs Bank N.A.

Colleen H. Doremus Fixed Income Management Officer and Director, Riggs & Co., a division of Riggs
Director Bank N.A.

Jeoffrey Strobel Director, Marketing Assistant Director, Riggs & Co., a division
of Riggs Bank N.A.

</TABLE>

<PAGE>

Item 27. Principal Underwriters:

(a) Federated Securities Corp. the Distributor for shares of the
Registrant, acts as principal underwriter for the following open-end investment
companies, including the Registrant:

Cash Trust Series II; Cash Trust Series, Inc.; CCB Funds; 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 Core
Trust; 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 Municipal Opportunities Fund, Inc.;
Federated Municipal Securities Fund, Inc.; Federated Municipal Trust; Federated
Short-Term Municipal 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.; Fixed Income
Securities, Inc.; ; Hibernia Funds; Independence One Mutual Funds; Intermediate
Municipal Trust; International Series, Inc.; Investment Series Funds, Inc.;
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; Regions Funds; RIGGS Funds;
SouthTrust Funds; Tax-Free Instruments Trust; The Planters Funds; The Wachovia
Funds; The Wachovia Municipal Funds; Vision Group of Funds, Inc.; World
Investment Series, Inc.; Blanchard Funds; Blanchard Precious Metals Fund, Inc.;
DG Investor Series; High Yield Cash Trust; Investment Series Trust; Star Funds;
Targeted Duration Trust; The Virtus Funds; Trust for Financial Institutions;

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

<PAGE>

(b)

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

Richard B. Fisher Chairman, Chief Executive Vice President
Federated Investors Tower Officer, Chief Operating
1001 Liberty Avenue Officer
Pittsburgh, PA 15222-3779 Federated Securities Corp.

Arthur L. Cherry Director --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

John B. Fisher President-Institutional Sales --
Federated Investors Tower and Director
1001 Liberty Avenue Federated Securities Corp.
Pittsburgh, PA 15222-3779

Thomas R. Donahue Director, Assistant Secretary --
Federated Investors Tower and Treasurer
1001 Liberty Avenue Federated Securities Corp.
Pittsburgh, PA 15222-3779

James F. Getz President-Broker/Dealer and --
Federated Investors Tower Director
1001 Liberty Avenue Federated Securities Corp.
Pittsburgh, PA 15222-3779

David M. Taylor Executive Vice President --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Mark W. Bloss Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Richard W. Boyd Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Laura M. Deger Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Theodore Fadool, Jr. Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Bryant R. Fisher Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

<PAGE>

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

Christopher T. Fives Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

James S. Hamilton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

James M. Heaton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Keith Nixon Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Solon A. Person, IV Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Ronald M. Petnuch Senior Vice President,
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Timothy C. Pillion Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Thomas E. Territ Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Ernest G. Anderson Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Teresa M. Antoszyk Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

John B. Bohnet Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Jane E. Broeren-Lambesis Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

<PAGE>

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

Matthew W. Brown Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

David J. Callahan Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Mark Carroll Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Steven R. Cohen Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Mary J. Combs Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

R. Edmond Connell, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

R. Leonard Corton, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Kevin J. Crenny Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Daniel T. Culbertson Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

G. Michael Cullen Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Marc C. Danile Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Robert J. Deuberry Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

<PAGE>

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

William C. Doyle Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Jill Ehrenfeld Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Mark D. Fisher Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Mark A. Gessner Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Joseph D. Gibbons Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

John K. Goettlicher Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Craig S. Gonzales Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

G. Tad Gullickson Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Dayna C. Haferkamp Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Bruce E. Hastings Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

James E. Hickey Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Charlene H. Jennings Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

<PAGE>

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

H. Joseph Kennedy Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Michael W. Koenig Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Dennis M. Laffey Vice President,
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Christopher A. Layton Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Michael H. Liss Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Michael R. Manning Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Amy Michalisyn Vice President,
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Mark J. Miehl Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Richard C. Mihm Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Alec H. Neilly Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Thomas A. Peters III Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Robert F. Phillips Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

<PAGE>

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

Richard A. Recker Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Eugene B. Reed Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Paul V. Riordan Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

John Rogers Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Brian S. Ronayne Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Thomas S. Schinabeck Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Larry Sebbens Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Edward J. Segura Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Edward L. Smith Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

David W. Spears Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

John A. Staley Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Colin B. Starks Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

<PAGE>

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

Jeffrey A. Stewart Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

William C. Tustin Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Paul A. Uhlman Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Miles J. Wallace Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

John F. Wallin Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Richard B. Watts Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Edward J. Wojnarowski Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Michael P. Wolff Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Robert W. Bauman Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Edward R. Bozek Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Beth C. Dell Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

David L. Immonen Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

<PAGE>

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

John T. Glickson Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Ernest L. Linane Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Renee L. Martin Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Timothy S. Johnson Secretary, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Dennis McAuley Assistant Treasurer, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

</TABLE>

<PAGE>

Item 28. 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:

<S> <C>

Registrant Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
(Notices should be sent to the Agent for Service at above address)

5800 Corporate Drive
Pittsburgh, PA 15237-7010

Federated Shareholder Services Company Federated Investors Tower
("Transfer Agent, Dividend 1001 Liberty Avenue
Disbursing Agent and Portfolio Pittsburgh, PA 15222-3779
Recordkeeper")

Federated Services Company Federated Investors Tower
("Administrator") 1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Riggs Bank NA and RIMCO 800 17th Street, N.W.
("Adviser") ("Sub-Adviser") Washington, D.C. 20006-3950

J. Bush & Co. 55 Whitney Avenue
(Sub-Adviser to Large Cap New Haven, CT 06510
Growth Fund)

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

Item 29. Management Services: Not applicable.

Item 30. 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.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, RIGGS FUNDS, has duly caused
this Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Pittsburgh and Commonwealth
of Pennsylvania, on the 12th day of October, 1999.

RIGGS FUNDS
BY: /s/C. Grant Anderson
C. Grant Anderson, Assistant Secretary
Attorney in Fact for John F. Donahue
October 12, 1999

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

NAME TITLE DATE

By: /s/C. Grant Anderson
C. Grant Anderson Attorney In Fact October 12, 1999
ASSISTANT SECRETARY For the Persons
Listed Below

NAME TITLE

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

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

Thomas G. Bigley* Trustee
John T. Conroy, Jr.* Trustee
Nicholas P. Constantakis Trustee
John F. Cunningham* Trustee
J. Christopher Donahue* Executive Vice President
and Trustee
Lawrence D. Ellis, M.D.* Trustee
Peter E. Madden* Trustee
Charles F. Mansfield, Jr.* Trustee
John E. Murray, Jr.* Trustee
Marjorie P. Smuts* Trustee
John S. Walsh* Trustee
* By Power of Attorney
</TABLE>