RIGGS FUNDS, 497, 1999-12-15

RIGGS FUNDS
497, 1999-12-15

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Combined Prospectus
December 13, 1999

Class R Shares
Riggs Stock Fund
Riggs Small Company Stock Fund
Riggs Large Cap Growth Fund
Riggs U.S. Government Securities Fund
Riggs Bond Fund
Riggs Intermediate Tax Free Bond Fund
Riggs Long Term Tax Free Bond Fund
Riggs Prime Money Market Fund
Riggs U.S. Treasury Money Market Fund

[RIGGS LOGO APPEARS HERE]

Riggs Funds December 13, 1999

Federated Securities Corp., Distributor

PROSPECTUS

Riggs Funds

CLASS R SHARES
Riggs Stock Fund
Riggs Small Company Stock Fund
Riggs Large Cap Growth Fund
Riggs U.S. Government Securities Fund
Riggs Bond Fund
Riggs Intermediate Tax Free Bond Fund
Riggs Long Term Tax Free Bond Fund
Riggs Prime Money Market Fund
Riggs U.S. Treasury Money Market 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.

<TABLE>
<CAPTION>
Contents
<S> <C>
Fund Goals, Strategies, Performance and Risk 1
What are the Funds' Fees and Expenses? 10
Principal Securities in Which the Funds Invest 13
Specific Risks of Investing in the Funds 16
What do Shares Cost? 18
How are the Funds Sold? 19
How to Purchase Shares 20
How to Redeem and Exchange Shares 21
Account and Share Information 23
Who Manages the Funds? 24
Financial Information 26
</TABLE>

DECEMBER 13, 1999

Fund Goals, Strategies,
Performance and Risk

Riggs Funds offer nine portfolios, including three equity funds, four income
funds and two money market funds. The following describes the investment goals,
strategies, and principal risks of the Riggs Stock Fund (Stock Fund), Riggs
Small Company Stock Fund (Small Company Stock Fund), Riggs Large Cap Growth Fund
(Large Cap Growth Fund), Riggs U.S. Government Securities Fund (U.S. Government
Securities Fund), Riggs Bond Fund (Bond Fund), Riggs Intermediate Tax Free Bond
Fund (Intermediate Tax Free Bond Fund), Riggs Long Term Tax Free Bond Fund (Long
Term Tax Free Bond Fund), Riggs Prime Money Market Fund (Prime Money Market
Fund) and Riggs U.S. Treasury Money Market Fund (U.S. Treasury Money Market
Fund) (collectively, the Funds). There can be no assurance that a Fund will
achieve its goal.

The investment goal 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 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., and 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 STOCK FUND

Goal

Seeks to provide growth of capital and income.

Strategy

The Fund pursues its investment objective by investing at least 65% of its
assets in common stocks of improving quality, large capitalization U.S.
companies. These will generally be companies whose market capitalizations are $5
billion or more, and whose earnings and dividends are growing at above average
rates relative to the historic growth rates of such companies, and relative to
the current growth rates of other companies comprising the Standard & Poor's 500
Index. The adviser uses the "value" style of investing, selecting stocks which
it believes are undervalued based on such factors as low price/earnings ratios
relative to earnings growth and history; rising earnings estimates; relative
price strength; high or improved earnings, and credit quality. 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

[GRAPH APPEARS HERE]

The bar chart shows the variability of the Fund's Class R Shares total returns
on a calendar year-end basis.

The total returns displayed for the Fund do not reflect the payment of any sales
charges or recurring Shareholder account fees. If these charges or fees had been
included, the returns shown would have been lower.

The Fund's total return for the nine-month period from January 1, 1999 to
September 30, 1999 was (9.38)%.

Within the period shown in the Chart, the Fund's Class R Shares highest
quarterly return was 22.00% (quarter ended December 31, 1998). Its lowest
quarterly return was (14.71)% (quarter ended September 30, 1998).

Average Annual Total Return Table

The following table represents the Fund's Class R Shares Average Annual Total
Returns for the calendar periods ended December 31, 1998. The table shows the
Fund's Class R Shares total returns averaged over a period of years relative to
the Standard & Poor's 500 Index ("S&P 500"), a broad-based market index. The S&P
500 index is unmanaged, and it is not possible to invest directly in an index.

<TABLE>
<CAPTION>
Calendar Period Class R Shares S&P 500
- ----------------------------------------------------------------------
<S> <C> <C>
1 Year 14.50% 28.58%
- ----------------------------------------------------------------------
5 Years 20.32% 23.89%
- ----------------------------------------------------------------------
Start of Performance/1/ 18.67% 20.41%
- ----------------------------------------------------------------------
</TABLE>

/1/ The Fund's Class R Shares start of performance date was May 11, 1992.

Past performance does not necessarily predict future performance. This
information provides you with historical performance information so that
you can analyze whether the Fund's investment risks are balanced by its
potential returns.

RIGGS SMALL COMPANY STOCK FUND

Goal

Seeks to provide long-term capital appreciation.

Strategy

The Fund pursues its investment objective by investing at least 65% of its
assets in a diversified portfolio of stocks of small-sized U.S. companies which
are either listed on the New York or American Stock Exchange or Nasdaq, or trade
in the over-the-counter market and which, in the opinion of the Fund's adviser,
have potential to become significant factors in their respective industries in
terms of market share. The Fund seeks to invest primarily in companies whose
market capitalizations are less than $1.2 billion. In selecting securities, the
adviser uses the "value" style of investing described on the previous page with
respect to Riggs Stock Fund. 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

[GRAPH APPEARS HERE]

The bar chart shows the variability of the Fund's total returns on a calendar
year-end basis.

The Fund's total return for the nine-month period from January 1, 1999 to
September 30, 1999 was 9.38%.

Within the period shown in the Chart, the Fund's Class R Shares highest
quarterly return was 23.16% (quarter ended September 30, 1997). Its lowest
quarterly return was (29.19)% (quarter ended September 30, 1998).

Average Annual Total Return Table

The following table represents the Fund's Class R Shares Average Annual Total
Returns for the calendar periods ended December 31, 1998. The table shows the
Fund's Class R Shares total returns averaged over a period of years relative to
the Russell 2000 Index ("Russell 2000"), a broad-based market index. The Russell
2000 Index is unmanaged, and it is not possible to invest directly in an index.

<TABLE>
<CAPTION>
Calendar Period Class R Shares Russell 2000
- ---------------------------------------------------------------------------
<S> <C> <C>
1 Year (11.98)% (2.55)%
- ---------------------------------------------------------------------------
Start of Performance/1/ 17.63% 15.78%
- ---------------------------------------------------------------------------
</TABLE>

/1/ The Fund's Class R Shares start of performance date was February 27, 1995.

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 (or American Depository Receipts of foreign companies)
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 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 similar 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 (e.g.
technology, capital goods, health care and/or communications services), 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.

RIGGS U.S. GOVERNMENT SECURITIES FUND

Goal

Seeks to achieve current income.

Strategy

The Fund pursues its investment objective by investing at least 65% of its
assets in U.S. Treasury and government agency securities, including mortgage
backed securities and collateralized mortgage obligations. The Fund may also
invest in non-governmental debt securities, such as investment grade debt
securities issued by corporations or banks, and in privately issued
collateralized mortgage obligations. The adviser uses a broad, overall analysis
of the U.S. credit markets as a basis for its selection of portfolio securities.
In so doing, it assesses a variety of factors, including the current and
expected U.S. economic growth, interest rates and inflation rates. Under
ordinary market conditions, the portfolio's average duration will be equal to
not less than 80%, nor more than120%, of the duration of the Merrill Lynch U.S.
Government Master Index. 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

[GRAPH APPEARS HERE]

The bar chart shows the variability of the Fund's Class R Shares total returns
on a calendar year-end basis.

The Fund's total return for the nine-month period from January 1, 1999 to
September 30, 1999 was (1.56)%.

Within the period shown in the Chart, the Fund's Class R Shares highest
quarterly return was 6.49% (quarter ended June 30, 1995). Its lowest quarterly
return was (3.03)% (quarter ended March 31, 1994).

Average Annual Total Return Table

The following table represents the Fund's Class R Shares Average Annual Total
Returns for the calendar periods ended December 31, 1998. The table shows the
Fund's Class R Shares total returns averaged over a period of years relative to
the Lehman Brothers Government/Corporate (Total) Index ("LBGCTI"), a broad based
market index. The LBGCTI is unmanaged, and it is not possible to invest directly
in an index.

<TABLE>
<CAPTION>
Calendar Period Class R Shares LBGCTI
- ---------------------------------------------------------------------
<S> <C> <C>
1 Year 6.88% 9.47%
- ---------------------------------------------------------------------
5 Years 5.89% 7.30%
- ---------------------------------------------------------------------
Start of Performance/1/ 7.43% 8.42%
- ---------------------------------------------------------------------
</TABLE>

/1/ The Fund's start of performance date was May 11, 1992.

RIGGS BOND FUND

Goal

Seeks to provide as high a 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 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 in 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
portfolio's average duration will be equal to not less than 80%, nor more than
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.

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 (BBB or higher) 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. As a matter of investment policy, under
normal market conditions, the portfolio's average duration will be equal to not
less than 80%, nor more than120%, of the duration of the 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 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 (BBB or higher) 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 portfolio's average duration will be equal to not less than 80%,
nor more than 120%, of the Lehman Brothers 10 Year Municipal Index. The 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.

RIGGS PRIME MONEY MARKET FUND

Goal

Seeks to provide current income consistent with stability of principal and
liquidity.

Strategy

The Fund pursues its investment objective by investing exclusively in a
portfolio of corporate, municipal, U.S. government and other money market
instruments (high-quality, short-term debt securities) maturing in 397 days or
less. The dollar-weighted average maturity of the Fund's portfolio will be 90
days or less. The securities in which the Fund invests must be rated in the
highest short-term category by two recognized rating services or be of
comparable quality to securities having such ratings. The adviser uses a broad,
overall analysis of the U.S. credit markets as a basis for its selection of
portfolio securities. In so doing, it assesses a variety of factors including
the current and expected U.S. economic growth, interest rates and inflation
rates.

Risk/Return Bar Chart and Table

[GRAPH APPEARS HERE]

Historically, the Fund has maintained a constant $1.00 net asset value per
Share. The bar chart shows the variability of the Fund's Class R Shares total
returns on a calendar year-end basis.

The Fund's Shares are sold without a sales charge (load). The total returns
displayed above are based upon net asset value.

The Fund's total return for the nine-month period from January 1, 1999 to
September 30, 1999 was 3.09%.

Within the period shown in the Chart, the Fund's Class R Shares highest
quarterly return was 1.43% (quarter ended June 30, 1995). Its lowest quarterly
return was 0.72% (quarter ended December 31, 1993).

Average Annual Total Return Table

The following table represents the Fund's Class R Shares Average Annual Total
Return for the calendar periods ended December 31, 1998.

<TABLE>
<CAPTION>
Calendar Period Class R Shares
- -----------------------------------------------------
<S> <C>
1 Year 4.73%
- -----------------------------------------------------
5 Years N/A
- -----------------------------------------------------
Start of Performance/1/ 4.63%
- -----------------------------------------------------
</TABLE>

/1/ The Fund's Class R Shares start of performance date was December 12, 1995.
The Fund's Class R Shares 7-Day Net Yields as of December 31, 1998 was
4.41%.

You may call the Fund at (202) 835-5300 or outside the Washington, D.C.
metropolitan area toll-free at 1-800-934-3883 for the current 7-Day Net
Yield.

RIGGS U.S. TREASURY MONEY MARKET FUND

Goal

Seeks to provide current income consistent with stability of principal and
liquidity.

Strategy

The Fund pursues its investment objective by investing only in a portfolio of
short-term U.S. Treasury obligations maturing in 397 days or less and repurchase
agreements fully collateralized by U.S. Treasury obligations. The
dollar-weighted average maturity of the Fund's portfolio will be 90 days or
less. U.S. Treasury obligations are issued by the U.S. government, and are fully
guaranteed as to payment of principal and interest by the United States. The
adviser uses a broad, overall analysis of the U.S. credit markets as a basis for
its selection of portfolio securities. In doing so, it assesses a variety of
factors, including the current and expected U.S. economic growth interest rates
and inflation rates.

Risk/Return Bar Chart and Table

[GRAPH APPEARS HERE]

The total returns shown here are for Class Y Shares which is another class of
Shares offered by the U.S. Treasury Money Market Fund. Class Y Shares are not
offered in this prospectus. The total returns for Class Y Shares are disclosed
here because Class R Shares have only been offered since July 7, 1998. These
total returns would be substantially similar to the annual returns for Class R
Shares over the same period and would differ only to the extent that the two
classes do not have the same expenses. It is anticipated that expenses of Class
R Shares will exceed those of the Class Y Shares.

Historically, the Fund has maintained a constant $1.00 net asset value per
Share. The bar chart shows the variability of the Fund's Class Y Shares total
returns on a calendar year-end basis.

The Fund's Class Y Shares are sold without a sales charge (load). The total
returns displayed above are based upon net asset value.

The Fund's Class Y Shares total return for the nine-month period from January 1,
1999 to September 30, 1999 was 3.10%.

Within the period shown in the Chart, the Fund's Class Y Shares highest
quarterly return was 1.38% (quarter ended June 30, 1995). Its lowest quarterly
return was 0.64% (quarter ended December 31, 1993).

Average Annual Total Return Table

The following table represents the Fund's Class Y Shares and Class R Shares
Average Annual Total Returns for the calendar periods ended December 31, 1998.

<TABLE>
<CAPTION>
Calendar Period Class Y Shares Class R Shares
<S> <C> <C>
1 Year 4.75% N/A
5 Years 4.71% N/A
Start of Performance/1/ 4.23% 2.09%
</TABLE>

/1/ The Fund's Class Y and Class R Shares start of performance dates were
October 8, 1991 and July 7, 1998, respectively. The Fund's Class Y Shares
and Class R Shares 7-Day Net Yields as of December 31, 1998 were 4.20% and
3.95%, respectively.

You may call the Fund at (202) 835-5300 or outside the Washington D.C.
metropolitan area toll-free at 1-800-934-3883 for the current 7-Day Net
Yield.

PRINCIPAL RISKS OF THE FUNDS

Set forth below are risks specific to an investment in a particular Fund or
Funds. For more information on these risks, see "Specific Risks of Investing in
the Funds."

In addition, all Funds are subject to the risk that a Fund's Share price may
decline and an investor could lose money. Thus, although the Prime Money Market
Fund and the Treasury Money Market Fund seek to preserve the value of your
investment at $1.00 per Share, 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.

<TABLE>
<CAPTION>
Small U.S. Prime
Company Government Intermediate Long Term Money U.S. Treasury
Stock Stock Large Cap Securities Bond Tax Free Tax Free Market Money Market
Risks Fund Fund Growth Fund Fund Fund Bond Fund Bond Fund Fund Fund
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Stock Market Risks/1/ X X X
- -----------------------------------------------------------------------------------------------------------------------------------
Liquidity Risks/2/ X X
- -----------------------------------------------------------------------------------------------------------------------------------
Risks of Foreign Investing/3/ X
- -----------------------------------------------------------------------------------------------------------------------------------
Credit Risks/4/ X X X X X
- -----------------------------------------------------------------------------------------------------------------------------------
Interest Rate Risks/5/ X X X X X X
- -----------------------------------------------------------------------------------------------------------------------------------
Call Risks/6/ X X
- -----------------------------------------------------------------------------------------------------------------------------------
Sector Risks/7/ X X
- -----------------------------------------------------------------------------------------------------------------------------------
Risks Related to Investing for Growth/8/ X
- -----------------------------------------------------------------------------------------------------------------------------------
Risks Related to Investing for Value/9/ X X
- -----------------------------------------------------------------------------------------------------------------------------------
Risks Related to Company Size/10/ X
- -----------------------------------------------------------------------------------------------------------------------------------
Prepayment Risks/11/ X
- -----------------------------------------------------------------------------------------------------------------------------------
Tax Risks/12/ X X
- -----------------------------------------------------------------------------------------------------------------------------------
</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/ An issuer may possibly 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. Interest rate changes have a greater effect on the price of
fixed income securities with longer durations.

/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.

/7/ Because a Fund may allocate relatively more assets to certain industry
sectors than others, a Fund's performance may be more susceptible to any
developments which affect those sectors emphasized by a Fund. In addition,
because companies providing credit enhancement with regard to Prime Money
Market Fund's securities may be concentrated in certain industry sectors,
the creditworthiness of Prime Money Market Fund's securities may be
adversely affected by developments which adversely affect such sectors.

/8/ Growth stocks may experience a larger decline than value stocks on a
forecast of lower earnings, a negative fundamental development or an
adverse market development.

/9/ Value stocks depend less on price changes for returns and may lag behind
growth stock in an up market.

/10/ The smaller the capitalization of a company, the less liquid its stock and
the more volatile its price. Companies with smaller market capitalizations
also tend to have unproven track records and are more likely to fail than
companies with larger market capitalizations.

/11/ 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.

/12/ 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 cause the interest received and
distributed by the Fund to Shareholders to be taxable.

What are the Fund's Fees and Expenses?

RIGGS STOCK FUND, RIGGS SMALL COMPANY STOCK FUND AND RIGGS LARGE CAP GROWTH FUND
CLASS R SHARES

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
Shares of Stock Fund, Small Company Stock Fund and Large Cap Growth Fund Class R
Shares

<TABLE>
<CAPTION>
Shareholder Fees Small Company Large Cap
Fees Paid Directly From Your Investment Stock Fund Stock Fund Growth Fund
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) None None None
- ---------------------------------------------------------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load) (as a percentage of original
purchase price or redemption proceeds, as applicable) 2.00% 2.00% 2.00%
- ---------------------------------------------------------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and
other Distributions) (as a percentage of offering price) None None None
- ---------------------------------------------------------------------------------------------------------------------------------
Redemption Fee (as a percentage of amount redeemed, if applicable) None None None
- ---------------------------------------------------------------------------------------------------------------------------------
Exchange Fee None None None
- ---------------------------------------------------------------------------------------------------------------------------------

Annual Fund Operating Expenses (Before Waivers)/1/
Expenses That are Deducted From Fund Assets (as a percentage of
average net assets)
- ---------------------------------------------------------------------------------------------------------------------------------
Management Fee 0.75% 0.80% 0.75%
- ---------------------------------------------------------------------------------------------------------------------------------
Distribution (12b-1) Fee/2/ 0.25% 0.25% 0.25%
- ---------------------------------------------------------------------------------------------------------------------------------
Shareholder Services Fee/3/ 0.25% 0.25% 0.25%
- ---------------------------------------------------------------------------------------------------------------------------------
Other Expenses/4/ 0.29% 0.45% 0.42%
- ---------------------------------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses/1/ 1.54% 1.75% 1.67%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

/1/ Although not contractually obligated to do so, the Adviser, distributor and
Shareholder services provider voluntarily anticipate waiving certain
amounts. These are shown below along with the net expenses the Funds expect
to pay for the fiscal year ended April 30, 2000.

Total Waivers of Fund Expenses........... 0.15% 0.15% 0.40%
Total Actual Annual Fund Operating
Expenses (after waivers)................. 1.39% 1.60% 1.27%

/2/ The distributor voluntarily waived a portion of the Class R Shares
distribution (12b-1) fee. The distributor can terminate this voluntary
waiver at any time. The distribution fee (12b-1) paid by the Stock Fund and
Small Company Stock Fund (after voluntary waiver) was 0.15%, for the fiscal
year ended April 30, 1999. It is anticipated that the distribution fees
paid for the Stock Fund and Small Company Stock Fund will be 0.25% by the
fiscal year ending April 30, 2000. The Large Cap Growth 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 0.25% of it average net
assets.

/3/ The shareholder services fee paid by Stock Fund and Small Company Stock
Fund (after voluntary waiver) was 0.09% for the fiscal year ended April 30,
1999. It is anticipated that the shareholder services fee paid for the
Stock Fund and Small Company Stock Fund will be 0.10% by the fiscal year
ending April 30, 2000. The shareholder services provider intends to waive a
portion of the shareholder services fee for the Large Cap Growth Fund. The
shareholder services provider can terminate this voluntary waiver at any
time. It is anticipated that the shareholder services fee will be 0.10% for
the fiscal year ending April 30, 2000.

/4/ Other expenses for the Funds are based on estimated amounts for the fiscal
year ending April 30, 2000. The actual Fund operating expenses for the
fiscal year ended April 30, 1999 was 1.22% and 1.37% for the Stock Fund and
the Small Company Stock Fund, respectively.

What are the Fund's Fees and Expenses?

RIGGS U.S. GOVERNMENT SECURITIES FUND, RIGGS BOND FUND, RIGGS INTERMEDIATE TAX
FREE BOND FUND AND RIGGS LONG TERM TAX FREE BOND FUND CLASS R SHARES

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
Shares of the U.S. Government Securities Fund, Bond Fund, Intermediate Tax Free
Bond Fund and Long Term Tax Free Bond Fund Class R Shares

<TABLE>
<CAPTION>
Intermediate Long Term
U.S. Government Tax Free Tax Free
Shareholder Fees Fees Paid Directly From Your Investment Securities Fund Bond Fund Bond Fund Bond Fund
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) None None None None
- -----------------------------------------------------------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load) (as a percentage of original
purchase price or redemption proceeds, as applicable) 2.00% 2.00% 2.00% 2.00%
- -----------------------------------------------------------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
(and other Distributions) (as a percentage of offering price) None None None None
- -----------------------------------------------------------------------------------------------------------------------------------
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
average net assets)
- -----------------------------------------------------------------------------------------------------------------------------------
Management Fee/2/ 0.75% 0.75% 0.75% 0.75%
- -----------------------------------------------------------------------------------------------------------------------------------
Distribution (12b-1) Fee/3/ 0.25% 0.25% 0.25% 0.25%
- -----------------------------------------------------------------------------------------------------------------------------------
Shareholder Services Fee/4/ 0.25% 0.25% 0.25% 0.25%
- -----------------------------------------------------------------------------------------------------------------------------------
Other Expenses/5/ 0.36% 0.47% 0.41% 0.40%
- -----------------------------------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses/1/ 1.61% 1.72% 1.66% 1.65%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

/1/ Although not contractually obligated to do so, the Adviser, distributor and
Shareholder services provider anticipate voluntarily waiving certain
amounts. These are shown below along with the net expenses the Funds expect
to pay for the fiscal year ended April 30, 2000.

Total Waivers of Fund Expenses............. 0.55% 0.72% 0.66% 0.65%
Total Actual Annual Fund Operating
Expenses (after waivers)................... 1.06% 1.00% 1.00% 1.00%

/2/ The Adviser voluntarily waived a portion of the management fee. The
Adviser can terminate this voluntary waiver at any time. The management fee
paid by U.S. Government Securities Fund (after the voluntary waiver) was
0.35% for the fiscal year ended April 30, 1999. The Adviser intends to
waive a portion of the Management Fee of the Bond Fund, Intermediate Tax
Free Bond Fund and Long Term Tax Free Bond. The Adviser can terminate these
voluntary waivers at any time. It is anticipated that the Management Fee
will be 0.43% for the Bond Fund, 0.49% for the Intermediate Tax Free Bond
Fund and 0.50% for the Long Term Tax Free Bond Fund for the fiscal year
ending April 30, 2000.

/3/ The distributor voluntarily waived a portion of the Class R Shares
distribution (12b-1) fee. The distributor can terminate this voluntary
waiver at any time. The distribution fee (12b-1) paid by U.S. Government
Securities Fund (after voluntary waiver) was 0.15% for the fiscal year
ended April 30, 1999. It is anticipated that the distribution fees paid for
the U.S. Government Securities Fund will be 0.25% by the fiscal year ending
April 30, 2000. The Bond Fund, Intermediate Tax Free Bond Fund, and the
Long Term Tax Free Bond Fund do not anticipate accruing or paying
distribution (12b-1) fees. This voluntary waiver can be terminated any
time. If the Funds were to accrue or pay distribution (12b-1) fees, it
could pay up to 0.25% of it average net assets.

/4/ The shareholder services fee paid by U.S. Government Securities Fund
(after voluntary waiver) was 0.08% for the fiscal year ended April 30,
1999. It is anticipated that the shareholder services fee paid for the U.S.
Government Securities Fund will be 0.10% by the fiscal year ending April
30, 2000. The shareholder services provider intends to waive a portion of
the shareholder services fee for the Bond Fund, Intermediate Tax Free Bond
Fund and the LongTerm Tax Free Bond Fund. The shareholder services provider
can terminate this voluntary waiver at any time. It is anticipated that the
shareholder services fee will be 0.10% for the fiscal year ending April 30,
2000.

/5/ Other expenses for the Funds are based on estimated amounts for the fiscal
year ending April 30, 2000. The actual Fund operating expenses for the
fiscal year ended April 30, 1999 was 0.91% for the U.S. Government
Securities Fund.

What are the Fund's Fees and Expenses?

RIGGS PRIME MONEY MARKET FUND AND RIGGS U.S. TREASURY MONEY MARKET FUND CLASS R
SHARES

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
Shares of the Prime Money Market Fund and U.S. Treasury Money Market Fund Class
R Shares

Shareholder Fees Prime Money U.S. Treasury
Fees Paid Directly From Your Investment Market Fund Money Market Fund
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) None None
- -----------------------------------------------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load) (as a percentage of original
purchase price or redemption proceeds, as applicable) None None
- -----------------------------------------------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other
Distributions) (as a percentage of offering price) None None
- -----------------------------------------------------------------------------------------------------------------------
Redemption Fee (as a percentage of amount redeemed, if applicable) None None
- -----------------------------------------------------------------------------------------------------------------------
Exchange Fee None None
- -----------------------------------------------------------------------------------------------------------------------

Annual Fund Operating Expenses (Before Waivers)/1/
Expenses That are Deducted From Fund Assets (as a percentage of average
net assets)
- -----------------------------------------------------------------------------------------------------------------------
Management Fee 0.50% 0.50%
- -----------------------------------------------------------------------------------------------------------------------
Distribution (12b-1) Fee/2/ 0.50% 0.50%
- -----------------------------------------------------------------------------------------------------------------------
Shareholder Services Fee/3/ 0.25% 0.25%
- -----------------------------------------------------------------------------------------------------------------------
Other Expenses 0.24% 0.30%
- -----------------------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses/1/ 1.49% 1.55%
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

/1/ Although not contractually obligated to do so, the distributor and
shareholder services provider vountarily waived certain amounts. These are
shown below along with the net expenses the Fund actually paid for the
fiscal year ended April 30, 1999.

Total Waivers of Fund Expenses..................... 0.46% 0.47%
Total Annual Fund Operating Expenses
(after waivers).................................... 1.03% 1.08%

/3/ The shareholder services provider voluntarily waived a portion of the Class
R Shares shareholder services fee. The shareholder services provider can
terminate this voluntary waiver at any time. The shareholder services fee
paid by U.S. Treasury Money Market Fund and Prime Money Market Fund (after
voluntary waiver) was 0.03% and 0.04%, respectively, for the fiscal year
ended April 30, 1999.

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 5 Years 10 Years
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Fund
- -----------------------------------------------------------------------------------------------
Expenses assuming redemption $357 $686 $1,039 $2,034
- -----------------------------------------------------------------------------------------------
Expenses assuming no redemption $157 $486 $ 839 $1,834
- -----------------------------------------------------------------------------------------------
Small Company Stock Fund
- -----------------------------------------------------------------------------------------------
Expenses assuming redemption $378 $751 $1,149 $2,262
- -----------------------------------------------------------------------------------------------
Expenses assuming no redemption $178 $551 $ 949 $2,062
- -----------------------------------------------------------------------------------------------
Large Cap Growth Fund
- -----------------------------------------------------------------------------------------------
Expenses assuming redemption $370 $726
- -----------------------------------------------------------------------------------------------
Expenses assuming no redemption $170 $526
- -----------------------------------------------------------------------------------------------
U.S. Government Securities Fund
- -----------------------------------------------------------------------------------------------
Expenses assuming redemption $364 $708 $1,076 $2,111
- -----------------------------------------------------------------------------------------------
Expenses assuming no redemption $164 $508 $ 876 $1,911
- -----------------------------------------------------------------------------------------------
Bond Fund
- -----------------------------------------------------------------------------------------------
Expenses assuming redemption $375 $742
- -----------------------------------------------------------------------------------------------
Expenses assuming no redemption $175 $542
- -----------------------------------------------------------------------------------------------
Intermediate Tax Free Bond Fund
- -----------------------------------------------------------------------------------------------
Expenses assuming redemption $369 $723
- -----------------------------------------------------------------------------------------------
Expenses assuming no redemption $169 $523
- -----------------------------------------------------------------------------------------------
Long Term Tax Free Bond Fund
- -----------------------------------------------------------------------------------------------
Expenses assuming redemption $368 $720
- -----------------------------------------------------------------------------------------------
Expenses assuming no redemption $167 $520
- -----------------------------------------------------------------------------------------------
Prime Money Market Fund
- -----------------------------------------------------------------------------------------------
Expenses assuming redemption $152 $471 $ 813 $1,779
- -----------------------------------------------------------------------------------------------
Expenses assuming no redemption $152 $471 $ 813 $1,779
- -----------------------------------------------------------------------------------------------
U.S. Treasury Money Market Fund
- -----------------------------------------------------------------------------------------------
Expenses assuming redemption $158 $490 $ 845 $1,845
- -----------------------------------------------------------------------------------------------
Expenses assuming no redemption $158 $490 $ 845 $1,845
- -----------------------------------------------------------------------------------------------
</TABLE>

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.

The following describes the principal types of fixed income securities in
which a Fund may invest, where that security has been referred to in the Fund's
strategy section above.

Treasury Securities

Treasury securities are direct obligations of the federal government of the
United States. Treasury securities held by the Funds 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 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. 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.

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.

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.

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

The 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 on to 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.

Collateralized Mortgage Obligations (CMOs)

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. 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.

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.

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). Intermediate Tax Free Bond Fund and Long Term Tax
Free Bond 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. A
Fund considers an issuer to be based outside the United States if:

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

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

. 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.

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 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 the
Fund's return on the transaction. This return is unrelated to the interest rate
on the underlying security. A Fund 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 credit risks.

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 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 Prime Money Market Fund

The securities in which the Prime Money Market Fund invests must be rated in the
highest short-term category by two recognized rating services or be of
comparable equality to securities having such ratings.

Investment Ratings for Corporate Fixed Income Securities

The Adviser will determine a security's rating 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, BBB and below) based on their 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 rated security.

If a security is downgraded below the minimum quality grade discussed in a
Fund's investment strategy, 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 debt securities in which the
Funds may 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

. 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
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--FIXED INCOME SECURITIES

. 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, 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.

. 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.

LIQUIDITY RISKS--EQUITY SECURITIES

. Trading opportunities are more limited for equity securities that are not
widely held. This 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 a 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, a Fund will be required to
continue to hold the security and a Fund could incur losses.

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.

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.

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.

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.

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, a Fund will be more susceptible to any
economic, business, political, or other developments which generally affect
these issuers.

. Companies with similar characteristics may be grouped together in broad
categories called sectors. Sector risk is the possibility that a certain
sector may underperform other sectors or the market as a whole. As the
Adviser allocates more of a Fund's portfolio holdings to a particular sector,
a Fund's performance will be more susceptible to any economic, business or
other developments which generally affect that sector.

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.

RISKS RELATED TO INVESTING FOR VALUE

. Due to their relatively low valuations, value stocks are typically less
volatile than growth stocks. For instance, the price of a value stock may
experience a smaller increase on a forecast of higher earnings, a positive
fundamental development, or positive market development. Further, value
stocks tend to have higher dividends than growth stocks. This means they
depend less on price changes for returns and may lag behind growth stocks in
an up market.

RISKS RELATED TO COMPANY SIZE

. Generally, the smaller the market capitalization of a company, the fewer the
number of Shares traded daily, the less liquid its stock and the more
volatile its price. Market capitalization is determined by multiplying the
number of its outstanding Shares by the current market price per Share.

. Companies with smaller market capitalizations also tend to have unproven
track records, a limited product or service base and limited access to
capital. These factors also increase risks and make these companies more
likely to fail than companies with larger market capitalizations.

PREPAYMENT RISKS

. Generally, homeowners have the option to prepay their mortgages at any time
without penalty. Homeowners frequently refinance high interest rate mortgages
when mortgage rates fall. This results in the prepayment of mortgage backed
securities with higher interest rates. Conversely, prepayments due to
refinancings decrease when mortgage rates increase. This extends the life of
mortgage backed securities with lower interest rates. Other economic factors
can also lead to increases or decreases in prepayments. Increases in
prepayments of high interest rate mortgage backed securities, or decreases in
prepayments of lower interest rate mortgage backed securities, may reduce
their yield and price. These factors, particularly the relationship between
interest rates and mortgage prepayments, makes the price of mortgage backed
securities held by a Fund more volatile than many other types of fixed income
securities with comparable credit risks.

. Mortgage backed securities generally compensate for greater prepayment risk
by paying a higher yield. 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) 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 is perceived to have an
increased prepayment risk or perceived to have less market demand. An
increase in the spread will cause the price of the security to decline.

. The Fund may have to reinvest the proceeds of mortgage prepayments in other
fixed income securities with lower interest rates, higher prepayment risks,
or other less favorable characteristics.

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.

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

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 Stock
Fund, Small Company Stock Fund, Large Cap Growth Fund, U.S. Government
Securities Fund, Bond Fund, Intermediate Tax Free Bond Fund, and Long Term Tax
Free Bond Fund is determined at the end of regular trading (normally 4:00 p.m.
Washington, D.C. time) each day the NYSE is open. The NAV for Prime Money Market
Fund and U.S. Treasury Money Market Fund (together, the "Money Market Funds") is
determined at 12:00 noon and 4:00 p.m. (Washington, D.C. time).

A Fund's NAV is determined as follows: The Money Market Funds attempt to
stabilize the NAV of their Shares at $1.00 by valuing the portfolio securities
using the amortized cost method. The Money Market Funds cannot guarantee that
their NAVs will always remain at $1.00 per Share. Equity securities are
generally valued at the last sale price in the market in which they are
primarily traded (either a national securities exchange or the over-the-counter
market). Fixed income securities are valued at the last sale price on a national
securities exchange, if available and otherwise, as determined by an independent
pricing service. A Fund values 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.

Outside of Automatic Investment Programs, the minimum initial investment in
each 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. Within Automatic
Investment Programs, the minimum investment requirements would be specified in
the Riggs Bank or Riggs Investment Corp. Service Agreement.

The minimum investment required may be waived for purchases by employees or
retirees of the Riggs National Corporation and/or its subsidiaries, and their
spouses and children under the age of 21. The minimum investment may also be
waived for investors participating in a payroll deduction program. Keep in mind
that investment professionals may charge you fees for their services in
connection with your Share transactions.

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 (with the exception of the Money Market Funds, unless the
Money Market Fund Shares were acquired in exchange for Class R Shares or Class B
Shares of a Fund which is not a Money Market Fund) within five years of the
purchase date will be charged a CDSC equal to 2.00% 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. 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:

. as a Shareholder who acquired Shares prior to July 1, 1998 (including Shares
acquired in exchange for Shares acquired prior to July 1, 1998);

. which were automatically converted from Class B Shares after six full years
from the purchase date of the Class B Shares;

. purchased with reinvested dividends or capital gains;

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

. 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;

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

. which are qualifying redemptions of Shares under a Systematic Withdrawal
Program.

In addition, you will not be charged a CDSC:

. 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;

. 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

. 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:

. Shares that are not subject to a CDSC; and

. 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?

U.S. Government Securities Fund and the Money Market Funds offer Class R Shares
and Class Y Shares; Stock Fund and Small Company Stock Fund offer Class R
Shares, Class B Shares and Class Y Shares; Large Cap Growth Fund offers Class R
Shares and Class B Shares; and Bond Fund, Intermediate Tax Free Bond Fund, and
Long Term Tax Free Bond Fund offer Class R Shares. Each class represents
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 and 0.25%
Shareholder services fee, and impose a (maximum) 5% CDSC. Class Y Shares impose
a 0.25% Shareholder services fee, are not subject to a Rule 12b-1 fee, and do
not impose a CDSC. For more information concerning Class B Shares or Class Y
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 Money Market Funds are sold primarily to retail
customers of Riggs Bank through Riggs Investment Corp., Riggs Bank and its
affiliates, and to other retail customers through non-affiliated, authorized
broker/dealers. Class R Shares of the Money Market Funds are also available to
retail and institutional investors in connection with an Asset Management
Program for automatic investment.

Class R Shares of Stock Fund, Small Company Stock Fund, Large Cap Growth Fund,
U.S. Government Securities Fund, Bond Fund, Intermediate Tax Free Bond Fund,
Long Term Tax Free Bond Fund are sold primarily to retail customers of Riggs
Bank through Riggs Bank and its affiliates.

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 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 Stock Fund, Small Company Stock Fund, Large
Cap Growth Fund, U.S. Government Securities Fund, Bond Fund, Intermediate Tax
Free Bond Fund, and Long Term Tax Free Bond Fund; and up to 0.50% of the average
daily assets of the Money Market 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 U.S. Treasury Money Market Fund and Prime Money Market Fund, purchase
orders must be received by Riggs Investment Corp. before 11:00 a.m. (Washington,
D.C. time). Payment is normally required on the same business day. With respect
to Stock Fund, Small Company Stock Fund, Large Cap Growth Fund, U.S. Government
Securities Fund, Bond Fund, Intermediate Tax Free Bond Fund, and Long Term Tax
Free Bond Fund, 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.

By Wire

Shares of the Riggs Funds may be purchased by wire. For wiring instructions,
call Riggs Funds Shareholder Services at (202) 835-5300 or outside the
Washington D.C. metropolitan area toll-free at 1-800-934-3883.

With respect to Prime Money Market Fund and U.S. Treasury Money Market Fund,
payment by wire must be received by Riggs Investment Corp. before 12:30 p.m.
(Washington, D.C. time) on the same day as the order is placed to earn dividends
for that day. With respect to Large Cap Growth Fund, Stock Fund, Small Company
Stock Fund, U.S. Government Securities Fund, Bond Fund, Intermediate Tax Free
Bond Fund, and Long Term Tax Free Bond Fund, 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 AUTOMATIC INVESTING PROGRAMS OFFERED
THROUGH RIGGS BANK

You may establish an account with Riggs Investment Corp. or Riggs Bank to
automatically purchase Class R Shares of Prime Money Market Fund or U.S.
Treasury Money Market Fund when your bank account reaches a certain level.
Prospective investors in an Automatic Investing Program should refer to the
Riggs Investment Corp. or Riggs Bank Service Agreement for details regarding the
services, fees, restrictions, and limitations related to the Automatic
Investment Program. You should read this prospectus along with the Service
Agreement.

THROUGH AN EXCHANGE

You may purchase Class R Shares of the Funds (with the exception of Prime Money
Market Fund) 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.

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 NAV 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.

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

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
http://www.riggsbank.com. See "Fund Transactions through Riggs Funds OnLine/SM/"
in the Account and Share Information Section.

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 NAV, less (with the exception of the
Money Market Funds, unless the Money Market Fund Shares were acquired in
exchange for Class R Shares or Class B Shares of a Fund which is not a Money
Market Fund) any applicable CDSC, next determined after Riggs Investment Corp.
receives the redemption request.

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

AUTOMATIC INVESTING PROGRAMS

Clients who have executed a Riggs Bank or Riggs Investment Corp. Service
Agreement should refer to the Agreement for information about redeeming Class R
Shares of Prime Money Market Fund and U.S. Treasury Money Market Fund purchased
through that program.

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 Money Market Funds, if you call before 11:00 a.m.
(Washington, D.C. time) your redemption will be wired to you the same day. You
will not receive that day's dividend. If you call after 11:00 a.m. (Washington,
D.C. time) your redemption will be wired to you the following business day. You
will receive that day's dividend.

With respect to Stock Fund, Small Company Stock Fund, Large Cap Growth Fund,
U.S. Government Securities Fund, Bond Fund, Intermediate Tax Free Bond Fund, and
Long Term Tax Free Bond Fund, 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:

. Fund Name, Share Class and account number;

. amount to be redeemed or exchanged;

. signatures of all Shareholders exactly as registered; and

. 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:

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

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

. 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:

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

. 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:

. to allow your purchase to clear;

. during periods of market volatility; or

. 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.

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.

CHECKWRITING

Class R Shareholders who at June 30, 1998 were Class A Shareholders of Prime
Money Market Fund and U.S. Treasury Money Market Fund with a minimum balance of
$5,000 can redeem Shares by writing a check in the amount of at least $100.
Shareholders must complete the checkwriting section of the account application
or complete a subsequent checkwriting application form which can be obtained
from Riggs Investment Corp. The Fund will then provide checks. Checks cannot be
used to close a Shareholder's account. Checkwriting is not permitted with
respect to Shares held in IRA accounts, corporate accounts, or an Automatic
Investing Program. For further information, contact Riggs Funds Shareholder
Services at (202) 835-5300 or outside the Washington, D.C. metropolitan area
toll-free at 1-800-934-3883.

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. Shareholders may make arrangements to have
amounts systematically withdrawn from their accounts in the Money Market Funds
and automatically invested in Class R Shares of one of the other Funds in the
Riggs Funds. 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 (with the exception of Prime Money Market Fund)
at NAV 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 (other than Shares of a Money Market Fund, unless the Money Market Fund
Shares were acquired in exchange for Class R Shares or Class B Shares of a Fund
which is not a Money Market Fund) 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:

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

. ensure that the account registrations are identical;

. meet any minimum initial investment requirements;

. specify the dollar value or number of Shares to be exchanged; and

. 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 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 (RFSS) 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.
This privilege is not available to Shareholders of Class R Shares of the Money
Market Funds. Shareholders interested in participating in this program should
contact RFSS.

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 do not issue 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 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:

<TABLE>
<CAPTION>
Minimum Maximum
- ------------------------------------------------------------------
<S> <C> <C>
Purchases $100 $100,000
- ------------------------------------------------------------------
</TABLE>

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 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.

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

With respect to the Money Market Funds and U.S. Government Securities Fund,
dividends are declared daily and paid monthly. With respect to 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 NAV on the ex-dividend date without a sales charge.
With respect to Stock Fund, Small Company Stock Fund and 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 NAV 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.

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 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.

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.

With respect to 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: RIMCO (with respect to Stock Fund, Small Company Stock Fund, U.S.
Government Securities Fund, Bond Fund, Intermediate Tax Free Bond Fund, Long
Term Tax Free Bond Fund, Prime Money Market Fund and U.S. Treasury Money Market
Fund) and J. Bush & Co. (with respect to Large Cap Growth Fund). These Sub-
Advisers, which are paid by the Adviser and not by the Funds, are subsidiaries
of Riggs National Corporation, a bank holding company. The Sub-Adviser's
addresses are: Riggs Investment Management Corp., 800 17th Street N.W.,
Washington, D.C. 20006; and J. Bush & Co., 55 Whitney Avenue, New Haven, CT
06510

Riggs Bank, N.A., or its subsidiary Riggs Investment Management Corp.
("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 assets valued at over $500 million.J. Bush & Co. has not
had any prior experience managing mutual funds.

The Funds' portfolio managers are:

Philip D. Tasho

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

Nathan Reischer

Nathan Reischer, manager of the Bond Fund, Intermediate Tax Free Bond Fund,
Long Term Tax Free Bond Fund, Prime Money Market Fund and U.S. Treasury Money
Market 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

Jonathan Bush, 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 (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

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: investment banker in corporate finance
and capital markets at Morgan Stanley in New York (1989-1991); strategic
management consultant at McKinsey & Company in New York (1991-1996); and 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
percentages of the relevant Fund's average net assets as follows: Stock Fund,
Large Cap Growth Fund, U.S. Government Securities Fund, Bond Fund, Intermediate
Tax Free Bond Fund, and Long Term Tax Free Bond Fund--0.75%; Small Company Stock
Fund--0.80%; and Prime Money Market Fund and U.S. Treasury Money Market Fund--
0.50%. The Adviser may voluntarily waive a portion of its fee or reimburse the
Funds for certain operating expenses.

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 Funds', that rely on computers.

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

Large Cap Growth Fund, Bond Fund, Intermediate Tax Free Bond Fund, and Long Term
Tax Free Bond Funds' fiscal year end is April 30. As this is these Funds' first
fiscal year, financial information is not yet available.

The following Financial Highlights will help you understand the financial
performance of the Stock Fund, Small Company Fund, U.S Government Securities
Fund, Prime Money Market Fund and U.S. Treasury Money Market Fund for the past
five fiscal years, or since inception, if the life of a Fund is shorter. Some of
the information is presented on a per Share basis. Total returns represent the
rate an investor would have earned (or lost) on an investment in the Funds,
assuming reinvestment of any dividends and capital gains. This information has
been audited by Arthur Andersen LLP whose report, along with the Funds' audited
financial statements, is included in the Annual Report.

Riggs Funds

Financial Highlights

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table for the fiscal years ended April 30, 1995, 1996, 1997 and
1998 has been audited by Ernst & Young LLP, the Trust's former independent
auditors. The financial highlights for the fiscal year ended April 30, 1999 have
been audited by Arthur Andersen LLP. Arthur Andersen's report dated June 22,
1999, on the Trust's financial statements for the year ended April 30, 1999, is
included in the Combined Annual Report, which is incorporated herein by
reference. This table should be read in conjunction with the Fund's financial
statements and notes thereto, which may be obtained free of charge from the
Trust.

<TABLE>
<CAPTION>
Net Realized Distributions
Net Asset Net and Unrealized Total From from Net Distributions
Year Ended Value, beginning Investment Gain (Loss) on Investment Investment from Net Capital
April 30, of period Income (Loss) Investments Operations Income Realized Gains Contribution
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
U.S. Treasury Money Market Fund R Shares
1999/3/ $ 1.00 0.03 -- 0.03 (0.03) -- --
- ----------------------------------------------------------------------------------------------------------------------------------
Prime Money Market Fund R Shares
1996/5/ $ 1.00 0.02 -- 0.02 (0.02) -- --
1997 $ 1.00 0.05 -- 0.05 (0.05) -- --
1998 $ 1.00 0.05 -- 0.05 (0.05) -- --
1999 $ 1.00 0.04 -- 0.04 (0.04) -- --
- ----------------------------------------------------------------------------------------------------------------------------------
U.S. Government Securities Fund R Shares
1995 $ 9.46 0.56 (0.11) 0.45 (0.56) -- --
1996 $ 9.35 0.59 0.12 0.71 (0.59) -- --
1997 $ 9.47 0.60 (0.07) 0.53 (0.59) -- --
1998 $ 9.41 0.56 0.37 0.93 (0.57) -- --
1999 $ 9.77 0.52 0.06 0.58 (0.50) -- --
- ----------------------------------------------------------------------------------------------------------------------------------
Stock Fund R Shares
1995 $11.89 0.20 1.39 1.59 (0.19) (0.60) --
1996 $12.69 0.18 4.00 4.18 (0.18) (0.85) --
1997 $15.84 0.20 2.28 2.48 (0.20) (2.71) --
1998 $15.41 0.11 5.20 5.31 (0.11) (4.04) --
1999 $16.57 0.04 0.94 0.98 (0.04) (1.71) --
- ----------------------------------------------------------------------------------------------------------------------------------
Small Company Stock Fund R Shares
1995/6/ $10.00 0.02 0.41 0.43
1996 $10.43 (0.02) 4.05 4.03 (0.01) (0.35) --
1997 $14.10 (0.01) (0.47) (0.48) -- (0.82) --
1998 $12.80 (0.04) 9.23 9.19 -- (3.19) --
1999 $18.80 (0.02) (5.66) (5.68) -- (1.85) --
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

/1/ Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

/2/ During the period certain fees were voluntarily waived. If such waivers had
not occurred, the ratios would have been as indicated.

/3/ Reflects operations for the period from July 7, 1998 (date of initial
public investment) to April 30, 1999.

/4/ Computed on an annualized basis.

/5/ Reflects operations for the period from December 12, 1995 (date of initial
public investment) to April 30, 1996.

/6/ Reflects operations for the period from February 27, 1995 (date of initial
public investment) to April 30, 1995.

(0.02) $ 1.00 0.74% 1.26%/4/ 4.39%/4/ 1.07%/4/ 4.58%/4/ $ 10 --
(0.05) $ 1.00 4.57% 1.18% 4.41% 1.01% 4.58% $ 26,263 --
(0.05) $ 1.00 4.92% 1.18% 4.33% 1.00% 4.51% $ 508 --
(0.04) $ 1.00 4.49% 1.49% 3.79% 1.03% 4.25% $ 8,422 --
- ---------------------------------------------------------------------------------------------------------------------------------

(0.56) $ 9.35 5.01% 1.20% 5.66% 0.80% 6.06% $ 46,820 262%
(0.59) $ 9.47 7.60% 1.20% 5.64% 0.80% 6.04% $ 50,919 128%
(0.59) $ 9.41 5.79% 1.27% 5.96% 0.87% 6.36% $ 31,829 171%
(0.57) $ 9.77 10.14% 1.22% 5.47% 0.82% 5.87% $ 34,521 175%
(0.50) $ 9.85 6.03% 1.58% 4.45% 0.91% 5.12% $ 38,928 55%
- ---------------------------------------------------------------------------------------------------------------------------------

(0.79) $12.69 14.16% 1.12% 1.52% 0.98% 1.66% $ 66,019 46%
(1.03) $15.84 33.73% 1.08% 1.14% 0.96% 1.26% $ 84,797 81%
(2.91) $15.41 16.34% 1.03% 1.14% 0.91% 1.26% $ 89,142 75%
(4.15) $16.57 39.68% 1.00% 0.56% 0.93% 0.63% $ 117,115 94%
(1.75) $15.80 6.50% 1.48% 0.00% 1.22% 0.26% $ 101,474 52%
- ---------------------------------------------------------------------------------------------------------------------------------

-- $10.43 4.30% 3.20%/4/ (0.56%)/4/ 1.66%/4/ 0.98%/4/ $ 7,609 8%
(0.36) $14.10 39.43% 1.94% (0.93%) 1.14% (0.13%) $ 19,289 70%
(0.82) $12.80 (3.76%) 1.46% (0.53%) 1.00% (0.07%) $ 27,777 93%
(3.19) $18.80 77.85% 1.18% (0.35%) 1.09% (0.26%) $ 58,223 108%
(1.85) $11.27 (30.33%) 1.63% (0.40%) 1.37% (0.14%) $ 38,728 100%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

[This Page Intentionally Left Blank]

A Statement of Additional Information (SAI) dated December 13, 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. The Annual Report
discusses market conditions and investment strategies that significantly
affected the Funds' performance during their last fiscal year. 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, DC 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, DC. 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, DC 20549-0102. Call 1-202-942-8090 for
information on the Public Reference Room's operations and copying fees.

Riggs Funds

Investment Company Act File No. 811-6309

Cusip 76656A 609 Cusip 76656A 807 Cusip 76656A 849 Cusip 76656A 500 Cusip 76656A
872 Cusip 76656A 864 Cusip 76656A 856 Cusip 76656A 203 Cusip 76656A 401

1061803A (12/99)

DECEMBER 13, 1999

Combined Prospectus
December 13, 1999

Class Y Shares
Riggs Stock Fund
Riggs Small Company Stock Fund
Riggs U.S. Government Securities Fund
Riggs Prime Money Market Fund
Riggs U.S. Treasury Money Market Fund

[RIGGS FUNDS LOGO]

Federated Securities Corp., Distributor

PROSPECTUS

Riggs Funds

CLASS Y SHARES
Riggs Stock Fund
Riggs Small Company Stock Fund
Riggs U.S. Government Securities Fund
Riggs Prime Money Market Fund
Riggs U.S. Treasury Money Market Fund

Contents
Fund Goals, Strategies, Performance and Risk 1
What are the Funds' Fees and Expenses? 8
Principal Securities in Which the Funds Invest 9
Specific Risks of Investing in the Funds 12
What Do Shares Cost? 13
How are the Funds Sold? 14
How to Purchase Shares 14
How to Redeem and Exchange Shares 15
Account and Share Information 17
Who Manages the Funds? 18
Financial Information 19

DECEMBER 13, 1999

Fund Goals, Strategies,
Performance and Risk

Riggs Funds offer nine portfolios, including three equity funds, four income
funds and two money market funds. The following describes the investment goals,
strategies, and principal risks of Riggs Stock Fund (Stock Fund), Riggs Small
Company Stock Fund (Small Company Stock Fund), Riggs U.S. Government Securities
Fund (U.S. Government Securities Fund), Riggs Prime Money Market Fund (Prime
Money Market Fund) and Riggs U.S. Treasury Money Market Fund (U.S. Treasury
Money Market Fund) (collectively, the "Funds"). There can be no assurance that a
Fund will achieve its goal.

RIGGS STOCK FUND

Goal
Seeks to provide growth of capital and income.

Strategy
The Fund pursues its investment objective by investing at least 65% of its
assets in common stocks of improving quality, large capitalization U.S.
companies. These will generally be companies whose market capitalizations are $5
billion or more, and whose earnings and dividends are growing at above average
rates relative to the historic growth rates of such companies, and relative to
the current growth rates of other companies comprising the Standard & Poor's 500
Index. The adviser uses the "value" style of investing, selecting stocks which
it believes are undervalued based on such factors as low price/earnings ratios
relative to earnings growth and history; rising earnings estimates; relative
price strength; high or improved earnings, and credit quality. 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

[GRAPH GOES HERE]

The total returns shown here are for Class R Shares which is another class of
Shares offered by the Stock Fund. Class R Shares are not offered in this
prospectus. The total returns for Class R Shares are disclosed here because
Class Y Shares have only been offered since December 13, 1999. These total
returns would be substantially similar to the annual returns for Class Y Shares
over the same period and would differ only to the extent that the two classes do
not have the same expenses. It is anticipated that expenses of Class Y Shares
will not exceed those of the Class R Shares.

The bar chart shows the variability of the Fund's Class R Shares total returns
on a calendar year-end basis.

The total returns displayed for the Fund's Class R Shares do not reflect the
payment of any sales charges or recurring Shareholder account fees. If these
charges or fees had been included, the returns shown would have been lower.

The Fund's Class R Shares total return for the nine-month period from January 1,
1999 to September 30, 1999 was (9.38)%.

Average Annual Total Return Table

The following table represents the Fund's Class R Shares Average Annual Total
Returns for the calendar periods ended December 31, 1998. The table shows the
Fund's Class R Shares total returns averaged over a period of years relative to
the Standard & Poor's 500 Index ("S&P 500"), a broad-based market index. The S&P
500 is unmanaged, and it is not possible to invest directly in an index.

Calendar Period Class R Shares S&P 500
- -------------------------------------------------------------------------------------
<S> <C> <C>
1 Year 14.50% 28.58%
- -------------------------------------------------------------------------------------
5 Years 20.32% 23.89%
- -------------------------------------------------------------------------------------
Start of Performance/1/ 18.67% 20.41%
- -------------------------------------------------------------------------------------
</TABLE>

/1/ The Fund's Class R Shares start of performance date was May 11, 1992.

RIGGS MALL COMPANY STOCK FUND

Goal
Seeks to provide long-term capital appreciation.

Strategy
The Fund pursues its investment objective by investing at least 65% of its
assets in a diversified portfolio of stocks of small-sized U.S. companies which
are either listed on the New York or American Stock Exchange or Nasdaq, or trade
in the over-the-counter market and which, in the opinion of the Fund's adviser,
have potential to become significant factors in their respective industries in
terms of market Share. The Fund seeks to invest primarily in companies whose
market capitalizations are less than $1.2 billion. In selecting securities, the
investment adviser uses the "value" style of investing described on the previous
page with respect to Riggs Stock Fund. 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

[GRAPH GOES HERE]

The total returns shown here are for Class R Shares which is another class of
Shares offered by Small Company Stock Fund. Class R Shares are not offered in
this prospectus. The total returns for Class R Shares are disclosed here because
Class Y Shares have only been offered since December 13, 1999. These total
returns would be substantially similar to the annual returns for Class Y Shares
over the same period and would differ only to the extent that the two classes do
not have the same expenses. It is anticipated that expenses of Class Y Shares
will not exceed those of the Class R Shares.

The bar chart shows the variability of the Fund's Class R Shares total returns
on a calendar year-end basis.

The Fund's Class R Shares total return for the nine-month period from January 1,
1999 to September 30, 1999 was 9.38%.

Average Annual Total Return Table

The following table represents the Fund's Class R Shares Average Annual Total
Returns for the calendar periods ended December 31, 1998. The table shows the
Fund's Class R Shares total returns averaged over a period of years relative to
the Russell 2000 Index ("Russell 2000"), a broad-based market index. The Russell
2000 Index is unmanaged, and it is not possible to invest directly in an index.

<TABLE>
<CAPTION>
Calendar Period Class R Shares Russell 2000
- -------------------------------------------------------------------------------------
<S> <C> <C>
1 Year (11.98)% (2.55)%
- -------------------------------------------------------------------------------------
Start of Performance/1/ 17.63% 15.78%
- -------------------------------------------------------------------------------------
</TABLE>

/1/ The Fund's Class R Shares start of performance date was February 27, 1995.

RIGGS U.S. GOVERNMENT SECURITIES FUND

Goal
Seeks to achieve current income.

Strategy

The Fund pursues its investment objective by investing at least 65% of its
assets in U.S. Treasury and government agency securities, including mortgage
backed securities and collateralized mortgage obligations. The Fund may also
invest in non-governmental debt securities, such as investment grade debt
securities issued by corporations or banks, and in privately issued
collateralized mortgage obligations. The adviser uses a broad, overall analysis
of the U.S. credit markets as a basis for its selection of portfolio securities.
In so doing, it assesses a variety of factors, including the current and
expected U.S. economic growth, interest rates and inflation rates. Under
ordinary market conditions, the portfolio's average duration will be equal to
not less than 80%, nor more than to 120%, of the duration of the Merrill Lynch
U.S. Government Master Index. 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

[GRAPH GOES HERE]

The total returns shown here are for Class R Shares which is another class of
Shares offered by U.S. Government Securities Fund. Class R Shares are not
offered in this prospectus. The total returns for Class R Shares are disclosed
here because Class Y Shares have only been offered since December 13, 1999.
These total returns would be substantially similar to the annual returns for
Class Y Shares over the same period and would differ only to the extent that the
two classes do not have the same expenses. It is anticipated that expenses of
Class Y Shares will not exceed those of the Class R Shares.

The bar chart shows the variability of the Fund's Class R Shares total returns
on a calendar year-end basis.

The Fund's Class R Shares total return for the nine-month period from January 1,
1999 to September 30, 1999 was (1.56)%.

Average Annual Total Return Table

The following table represents the Fund's Class R Shares Average Annual Total
Returns for the calendar periods ended December 31, 1998. The table shows the
Fund's Class R Shares total returns averaged over a period of years relative to
the Lehman Brothers Government/Corporate (Total) Index ("LBGCTI"), a broad based
market index. The LBGCTI is unmanaged, and it is not possible to invest directly
in an index.

<TABLE>
<CAPTION>
Calendar Period Class R Shares LBGCTI
- -------------------------------------------------------------------------------------
<S> <C> <C>
1 Year 6.88% 9.47%
- -------------------------------------------------------------------------------------
5 Years 5.89% 7.30%
- -------------------------------------------------------------------------------------
Start of Performance/1/ 7.43% 8.42%
- -------------------------------------------------------------------------------------
</TABLE>

/1/ The Fund's start of performance date was May 11, 1992.

RIGGS PRIME MONEY MARKET FUND

Goal
Seeks to provide current income consistent with stability of principal and
liquidity.

Strategy
The Fund pursues its investment objective by investing exclusively in a
portfolio of corporate, municipal, U.S. government and other money market
instruments (high-quality, short-term debt securities) maturing in 397 days or
less. The dollar-weighted average maturity of the Fund's portfolio will be 90
days or less. The securities in which the Fund invests must be rated in the
highest short-term category by two recognized rating services or be of
comparable quality to securities having such ratings. The adviser uses a broad,
overall analysis of the U.S. credit markets as a basis for its selection of
portfolio securities. In so doing, it assesses a variety of factors including
the current and expected U.S. economic growth, interest rates and inflation
rates.

Risk/Return Bar Chart and Table

[GRAPH GOES HERE]

Historically, the Fund has maintained a constant $1.00 net asset value per
Share. The bar chart shows the variability of the Fund's Class Y Shares total
returns on a calendar year-end basis. The Fund's Shares are sold without a
sales charge (load). The total returns displayed above are based upon net asset
value.

The Fund's total return for the nine-month period from January 1, 1999 to
September 30, 1999 was 3.34%.

Within the period shown in the Chart, the Fund's Class Y Shares highest
quarterly return was 1.43% (quarter ended June 30, 1995). Its lowest quarterly
return was 0.72% (quarter ended December 31, 1993).

Average Annual Total Return Table
The following table represents the Fund's Class Y Shares Average Annual Total
Returns for the calendar periods ended December 31, 1998.

<TABLE>
<CAPTION>
Calendar Period Class Y Shares
- -----------------------------------------------------------------------------------
<S> <C>
- -----------------------------------------------------------------------------------
1 Year 4.99%
- -----------------------------------------------------------------------------------
5 Years 5.00%
- -----------------------------------------------------------------------------------
Start of Performance/1/ 4.59%
- -----------------------------------------------------------------------------------
</TABLE>

/1/ The Fund's Class Y Shares start of performance date was September 17, 1991.

The Fund's Class Y Shares 7-Day Net Yields as of December 31, 1998 was
4.66%.

You may call the Fund at (202) 835-5300 or outside the Washington D.C.
metropolitan area toll-free at 1-800-934-3883 for the current 7-Day Net
Yield.

RIGGS U.S. TREASURY MONEY MARKET FUND

Goal
Seeks to provide current income consistent with stability of principal and
liquidity.

Strategy
The Fund pursues its investment objective by investing only in a portfolio of
short-term U.S. Treasury obligations maturing in 397 days or less and repurchase
agreements fully collateralized by U.S. Treasury obligations. The
dollar-weighted average maturity of the Fund's portfolio will be 90 days or
less. U.S. Treasury obligations are issued by the U.S. government, and are fully
guaranteed as to payment of principal and interest by the United States. The
adviser uses a broad, overall analysis of the U.S. credit markets as a basis for
its selection of portfolio securities. In doing so, it assesses a variety of
factors, including the current and expected U.S. economic growth interest rates
and inflation rates.

Risk/Return Bar Chart and Table

[GRAPH GOES HERE]

Historically, the Fund has maintained a constant $1.00 net asset value per
Share. The bar chart shows the variability of the Fund's Class Y Shares total
returns on a calendar year-end basis.

The Fund's Shares are sold without a sales charge (load). The total returns
displayed above are based upon net asset value.

The Fund's total return for the nine-month period from January 1, 1999 to
September 30, 1999 was 3.10%.

Average Annual Total Return Table
The following table represents the Fund's Class Y Shares Average Annual Total
Returns for the calendar periods ended December 31, 1998.
<TABLE>
<CAPTION>
Calendar Period Class Y Shares
- -----------------------------------------------------------------------------------
<S> <C>
1 Year 4.75%
- -----------------------------------------------------------------------------------
5 Years 4.71%
- -----------------------------------------------------------------------------------
Start of Performance/1/ 4.23%
- -----------------------------------------------------------------------------------
</TABLE>

/1/ The Fund's Class Y Shares start of performance date was October 8, 1991.
The Fund's Class Y Shares 7-Day Net Yields as of December 31, 1998 was
4.20%.

You may call the Fund at (202) 835-5300 or outside the Washington D.C.
metropolitan area toll-free at 1-800-934-3883 for the current 7-Day Net
Yield.

PRINCIPAL RISKS OF THE FUNDS
Set forth below are risks specific to an investment in a particular Fund, or
Funds. For more information on these risks, see "Specific Risks of Investing in
the Funds."

Risks Stock Fund Small Company U.S. Government Prime Money U.S. Treasury
Stock Fund Securities Fund Market Fund Money Market
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Stock Market Risks/1/ X X
- ----------------------------------------------------------------------------------------------------------------------------------
Liquidity Risks/2/ X X
- ----------------------------------------------------------------------------------------------------------------------------------
Risks Related to Investing for Value/3/ X X
- ----------------------------------------------------------------------------------------------------------------------------------
Risks Related to Company Size/4/ X
- ----------------------------------------------------------------------------------------------------------------------------------
Credit Risks/5/ X X
- ----------------------------------------------------------------------------------------------------------------------------------
Interest Rate Risks/6/ X X X
- ----------------------------------------------------------------------------------------------------------------------------------
Prepayment Risks/7/ X
- ----------------------------------------------------------------------------------------------------------------------------------
Sector Risks/8/ X
- ----------------------------------------------------------------------------------------------------------------------------------
</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/ Value stocks depend less on price changes for returns and may lag behind
growth stock in an up market.
/4/ The smaller the capitalization of a company, the less liquid its stock and
the more volatile its price. Companies with smaller market capitalizations
also tend to have unproven track records and are more likely to fail than
companies with larger market capitalizations.
/5/ An issuer may possibly default on a security by failing to pay interest or
principal when due.

/6/ Prices of fixed income securities rise and fall in response to interest
rate changes. Interest rate changes have a greater effect on the price of
fixed income securities with longer durations.

/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 companies providing credit enhancement with regard to

Prime Money Market Fund's securities may be concentrated in certain industry
sectors, the creditworthiness of the Prime Money Market Fund's securities may be
adversely affected by developments which adversely affect such sectors.

What are the Fund's Fees and Expenses?

RIGGS STOCK FUND, RIGGS SMALL COMPANY STOCK FUND, RIGGS U.S. GOVERNMENT
SECURITIES FUND, RIGGS PRIME MONEY MARKET FUND AND RIGGS U.S. TREASURY MONEY
MARKET CLASS Y SHARES

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold
Shares of the Stock Fund, Small Company Stock Fund, U.S. Government Securities
Fund, Prime Money Market Fund and U.S. Treasury Money Market Fund.

Shareholder Fees Small
Fees Paid Directly From Your Investment Company U.S. Government
Stock Fund Stock Fund Securities Fund
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of None None None
offering price)
- -------------------------------------------------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase None None None
price or redemption proceeds, as applicable)
- -------------------------------------------------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other None None None
Distributions) (as a percentage of offering price)
- -------------------------------------------------------------------------------------------------------------------------
Redemption Fee (as a percentage of amount redeemed, if applicable) None None None
- -------------------------------------------------------------------------------------------------------------------------
Exchange Fee None None None
- -------------------------------------------------------------------------------------------------------------------------

Shareholder Fees Prime Money U.S. Treasury
Fees Paid Directly From Your Investment Market Fund Money Market Fund
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of None None
offering price)
- -------------------------------------------------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase None None
price or redemption proceeds, as applicable)
- -------------------------------------------------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other None None
Distributions) (as a percentage of offering price)
- -------------------------------------------------------------------------------------------------------------------------
Redemption Fee (as a percentage of amount redeemed, if applicable) None None
- -------------------------------------------------------------------------------------------------------------------------
Exchange Fee None None
- -------------------------------------------------------------------------------------------------------------------------

Annual Fund Operating Expenses (Before Waivers)/1/
Expenses That are Deducted From Fund Assets (as a percentage of average net assets)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Management Fee 0.75% 0.80% 0.75%/2/ 0.50% 0.50%
- ----------------------------------------------------------------------------------------------------------------------------------
Distribution (12b-1) Fee None None None None None
- ----------------------------------------------------------------------------------------------------------------------------------
Shareholder Services Fee3 0.25% 0.25% 0.25% 0.25% 0.25%
- ----------------------------------------------------------------------------------------------------------------------------------
Other Expenses 0.29%/4/ 0.45%/4/ 0.36%/4/ 0.19% 0.22%
- ----------------------------------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses (Before Waivers)/1/ 1.29% 1.50% 1.36% 0.94% 0.97%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

/1/ Although not contractually obligated to do so, the Adviser and shareholder
services provider voluntarily waived certain amounts. These are shown below
along with the net expenses the Funds actually paid for the fiscal year
ended April 30, 1999. The Stock Fund, Small Company Stock Fund, and U.S.
Government Securities Fund reflect expenses expected to be paid for the
fiscal year ending April 30, 2000.
<TABLE>
<CAPTION>

<S> <C> <C> <C> <C> <C>
Total Waivers of Fund Expenses................................. 0.15% 0.15% 0.55% 0.25% 0.25%
Total Annual Fund Operating Expenses (after waivers)........... 1.14% 1.35% 0.81% 0.69% 0.72%

</TABLE>

/2/ The Adviser voluntarily waived a portion of the management fee. The Adviser
can terminate this voluntary waiver at any time. The management fee paid by
the U.S. Government Securities Fund (after voluntary waiver) was 0.35% for
the fiscal year ended April 30, 1999.

/3/ The shareholder services provider voluntarily waived a portion of the Class
Y Shares shareholder services fee. The shareholder services provider can
terminate this voluntary waiver at any time. The shareholder services fee
paid by U.S. Treasury Money Market Fund and Prime Money Market Fund, was
0.00% and 0.00%, respectively for the fiscal year ended April 30, 1999. It
is anticipated that the shareholder services fee will be 0.10% for the U.S.
Government Securities Fund, Stock Fund, and Small Company Stock Fund for the
fiscal year ending April 30, 2000.

/4/ Other expenses for the Stock Fund, Small Company Stock Fund, and U.S.
Government Securities Fund are based on estimated amounts for the fiscal
year ending April 30, 2000.

Example

This Example is intended to help you compare the cost of investing in a Funds'
Class Y Shares with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in a Fund's Class Y 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 Funds' Class Y
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:

<TABLE>
<CAPTION>
Class Y Shares 1 Year 3 Years 5 Years 10 Years
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Fund
- ------------------------------------------------------------------------------------------
Expenses assuming redemption $131 $409 $708 $ 1556
- ------------------------------------------------------------------------------------------
Expenses assuming no redemption $131 $409 $708 $ 1556
- ------------------------------------------------------------------------------------------
Small Company Stock Fund
- ------------------------------------------------------------------------------------------
Expenses assuming redemption $153 $474 $818 $ 1791
- ------------------------------------------------------------------------------------------
Expenses assuming no redemption $153 $474 $818 $ 1791
- ------------------------------------------------------------------------------------------
U.S. Government Securities Fund
- ------------------------------------------------------------------------------------------
Expenses assuming redemption $138 $431 $745 $ 1635
- ------------------------------------------------------------------------------------------
Expenses assuming no redemption $138 $431 $745 $ 1635
- ------------------------------------------------------------------------------------------
Prime Money Market Fund
- ------------------------------------------------------------------------------------------
Expenses assuming redemption $ 96 $300 $520 $1,155
- ------------------------------------------------------------------------------------------
Expenses assuming no redemption $ 96 $300 $520 $1,155
- ------------------------------------------------------------------------------------------
U.S. Treasury Money Market Fund
- ------------------------------------------------------------------------------------------
Expenses assuming redemption $ 99 $309 $536 $1,190
- ------------------------------------------------------------------------------------------
Expenses assuming no redemption $ 99 $309 $536 $1,190
- ------------------------------------------------------------------------------------------
</TABLE>

Principal Securities In Which the
Funds invest

Equity Securities

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

Common Stocks

Fixed Income Securities

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

Treasury Securities

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

Agency Securities

Corporate Debt Securities

COMMERCIAL PAPER

DEMAND INSTRUMENTS

Municipal Securities

Mortgage Backed Securities

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.

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. 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.

SEQUENTIAL CMOS

Bank Instruments

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.

Tax Exempt Securities

Variable Rate Demand Instruments

Special Transactions

Repurchase Agreements

Repurchase agreements are subject to credit risks.

Investment Ratings for Prime Money Market Fund

Investment Ratings for Corporate

Fixed Income Securities

The Adviser will determine whether a security is investment grade 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, BBB and below) based on their 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 rated security.

If a security is downgraded below the minimum quality grade discussed in a
Fund's investment strategy, the adviser will reevaluate the security, but will
not be required to sell it.

Portfolio Turnover

The U.S. Government Securities Fund, Stock Fund and Small Company Stock Fund
actively trade their 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

The U.S. Government Securities Fund, Stock Fund and Small Company Stock Fund may
temporarily depart from their principal investment strategy by investing their
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 debt securities in which the Funds may
invest.

Specific Risks of Investing in the Funds

Stock Market Risks

Liquidity Risks - Fixed Income Securities

. 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.

Liquidity Risks - Equity Securities

Risks Related to Investing for Value

Risks Related to Company Size

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.

Interest Rate Risks

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

Prepayment Risks

. Mortgage backed securities generally compensate for greater prepayment risk
by paying a higher yield. 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) 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 is
perceived to have an increased prepayment risk or perceived to have less
market demand. An increase in the spread will cause the price of the
security to decline.

. The Fund may have to reinvest the proceeds of mortgage prepayments in other
fixed income securities with lower interest rates, higher prepayment risks,
or other less favorable characteristics.

Sector Risks

. A substantial part of Prime Money Market 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 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
Stock Fund, Small Company Stock Fund and U.S. Government Securities Fund is
determined at the end of regular trading (normally 4:00 p.m. Washington, D.C.
time) each day the NYSE is open. The NAV for the Prime Money Market Fund and
U.S. Treasury Money Market Fund (together, the Money Market Funds) is determined
at 12:00 noon and 4:00 p.m. (Washington, D.C. time).

A Fund's NAV is determined as follows: The Money Market Funds attempt to
stabilize the NAV of their Shares at $1.00 by valuing the portfolio securities
at amortized cost. The Money Market Funds cannot guarantee that their NAVs will
always remain at $1.00 per Share. Equity securities are generally valued at the
last sale price in the market in which they are primarily traded (either a
national securities exchange or the over-the-counter market). Fixed income
securities are valued at the last sale price on a national securities exchange,
if available, and otherwise, as determined by an independent pricing service. A
Fund values 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.
The minimum initial investment in each Fund is $100,000. Subsequent
investments must be in amounts of at least $ 100. 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.

How are the Funds Sold?

U.S. Government Securities Fund, Prime Money Market Fund and U.S. Treasury Money
Market Fund offer Class R Shares and Class Y Shares; and Stock Fund and Small
Company Stock Fund offer Class R Shares, Class B Shares and Class Y Shares. Each
class represents interests in a single portfolio of securities. This prospectus
relates only to Class Y Shares. Each Share class has different expenses which
affect their performance. Class R Shares are subject to a 0.25% Rule 12b-1 fee
(0.50% in the case of Prime Money Market Fund and U.S. Treasury Money Market
Fund), and a 0.25% Shareholder services fee, and impose a 2% CDSC. Class B
Shares are subject to a 0.75% Rule 12b-1 fee and a 0.25% Shareholder services
fee, and impose a (maximum) 5% CDSC. For more information concerning Class R
Shares or 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 Y Shares of the Funds are sold primarily to
trusts, fiduciaries and institutions, and to persons and entities ("Class A
Shareholders") who held Class Y Shares (formerly known as "Class A Shares") of
U.S. Treasury Money Market Fund and Prime Money Market Fund (together, the
"Money Market Funds") on June 30, 1998.

How to Purchase Shares

You may purchase Shares through Riggs Investment Corp. or Riggs Bank, 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 U.S. Treasury Money Market Fund and Prime Money Market Fund, purchase
orders must be received by Riggs Investment Corp. before 11:00 a.m. (Washington,
D.C. time). Payment is normally required on the same business day. With respect
to Stock Fund, Small Company Stock Fund and U.S. Government Securities Fund,
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.

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

With respect to Prime Money Market Fund and U.S. Treasury Money Market Fund,
payment by wire must be received by Riggs Investment Corp. before 12:30 p.m.
(Washington, D.C. time) on the same day as the order is placed to earn dividends
for that day. With respect to Stock Fund, Small Company Stock Fund and U.S.
Government Securities Fund, 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 AUTOMATIC INVESTING PROGRAMS
OFFERED THROUGH RIGGS BANK

If you were a holder of Class Y Shares of a Money Market Fund at December 31,
1999, you may establish an account with Riggs Investment Corp., or Riggs Bank to
automatically purchase Class Y Shares of Prime Money Market Fund or U.S.
Treasury Money Market Fund when your bank account reaches a certain level.
Prospective investors in an Automatic Investing Program should refer to the
Riggs Investment Corp. or Riggs Bank Service Agreement for details regarding the
services, fees, restrictions, and limitations related to the Automatic
Investment Program. You should read this prospectus along with the Service
Agreement.

BY SYSTEMATIC INVESTMENT PROGRAM

If you were a holder of Class Y Shares of a Money Market fund at December 31,
1999 you may add to your 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.

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

BY AUTOMATED CLEARING HOUSE (ACH)

If you were a holder of Class Y Shares of a Money Market Fund at December 31,
1999 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/

If you were a holder of Class Y Shares of a Money Market Fund at December 31,
1999 you may purchase Fund Shares via the Internet through Riggs Funds OnLineSM
at http://www.riggsbank.com. See "Fund Transactions through Riggs Funds
OnLineSM" in the Account and Share Information Section.

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 Y Shares at their net asset value (with the exception of
the Money Market Funds, unless the Money Market Fund Shares were acquired in
exchange for Class R Shares or Class B Shares of a Fund which is not a Money
Market Fund) 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 Bank.

DIRECTLY FROM THE FUND

By Telephone

With respect to the Stock Fund, Small Company Stock Fund and U.S. Government
Securities Fund, 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:

. Fund Name, Share Class and account number;
. amount to be redeemed or exchanged;
. signatures of all Shareholders exactly as registered; and
. 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:

. your redemption will be sent to an address other than the address of record;
. your redemption will be sent to an address of record that was changed
within the last 30 days; or
. if exchanging (transferring) into another fund with a different Shareholder
registration.

PAYMENT METHODS FOR REDEMPTIONS

. an electronic transfer to your account at a financial institution that is an
ACH member; or
. 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:
. to allow your purchase to clear;
. during periods of market volatility; or
. 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.

REDEMPTIONS FROM RETIREMENT ACCOUNTS

checkwriting

If you were a holder of Class Y Shares of a Money Market Fund at December 31,
1999, and have a minimum balance of $5,000, you can redeem Shares by writing a
check in the amount of at least $100. Shareholders must complete the
checkwriting section of the account application or complete a subsequent
checkwriting application form which can be obtained from Riggs Investment Corp.
The Fund will then provide checks. Checks cannot be used to close a
Shareholder's account. Checkwriting is not permitted with respect to Shares held
in IRA accounts, corporate accounts, or an Automatic Investing Program. For
further information, contact Riggs Funds Shareholder Services at (202) 835-5300
or outside the Washington, D.C. metropolitan area toll-free at 1-800-934-3883.

SYSTEMATIC WITHDRAWAL PROGRAM

If you were a holder of Class Y Shares of a Money Market Fund at December 31,
1999, 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 Y Shares of one Fund for Class Y
Shares of any of the other Funds in the Trust (with the exception of Prime Money
Market Fund) at net asset value by writing to or calling Riggs Funds Shareholder
Services (RFSS).

To execute an order to exchange you must first:

. complete an authorization form permitting the Fund to accept telephone
exchange requests;
. ensure that the account registrations are identical;
. meet any minimum initial investment requirements;
. specify the dollar value or number of Shares to be exchanged; and
. 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 RFSS at (202) 835-5300 or outside the Washington, D.C. metropolitan area
toll-free at 1-800-934-3883.

SYSTEMATIC EXCHANGE PROGRAM

If you were a holder of Class Y Shares of a Money Market Fund at December 31,
1999, you may automatically exchange Shares of a predetermined amount on a
monthly, quarterly or annual basis by taking advantage of a systematic exchange
privilege. The minimum amount that may be exchanged is $50. Shareholders
interested in participating in this program should contact RFSS.

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 FUND ONLINE/SM/

If you have previously established an account with the Funds, and have signed
the Riggs Funds OnLineSM 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.

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:

<TABLE>
<CAPTION>
Minimum Maximum
<S> <C> <C>
- ---------------------------------------------------------------------------------------
Purchases $100 $100,000
- ---------------------------------------------------------------------------------------
</TABLE>

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.

Online Risks

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.

CONFIRMATIONS AND ACCOUNT STATEMENTS

You will receive confirmation of purchases and redemptions 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

With respect to the Money Market Funds and U.S. Government Securities Fund,
dividends are declared daily and paid monthly. With respect to the Stock Fund
and Small Company Stock Fund, dividends are declared and paid quarterly. 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.

ACCOUNTS WITH LOW BALANCES

TAX INFORMATION

Who Manages the Funds?

The Board of Trustees governs the Funds. The Board selects and oversees the
Adviser, Riggs Bank, N.A. ("Adviser"). 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 assets to the Sub-
Adviser, Riggs Investment Management Corp. ("RIMCO") which is paid by the
Adviser and not by the Funds. The Sub-Adviser's address is: Riggs Investment
Management Corp. 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 Corp.
("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.

The Funds' portfolio managers are:

Nathan Reischer

Nathan Reischer, 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 assumed portfolio
management responsibilities for the U.S. Government Securities Fund in September
1998.

Philip D. Tasho

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

ADVISORY FEES

The Adviser receives an annual investment advisory fee at annual rates equal to
percentages of the relevant Fund's average net assets as follows: Stock Fund--
0.75%; Small Company Stock Fund-- 0.80%; U.S. Government Securities Fund--0.75%;
Prime Money Market Fund and U.S. Treasury Money Market Fund--0.50%
The Adviser may voluntarily waive a portion of its fee or reimburse the Funds
for certain operating expenses.

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 Funds', that rely on computers.

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 Stock Fund, Small Company Stock Fund and U.S. Government Securities Funds'
fiscal year end is April 30. As this is these Funds' first fiscal year as Class
Y Shares, financial information is not yet available.

The following Financial Highlights will help you understand the
financial performance of the Prime Money Market Fund and U.S. Treasury Money
Market Fund for the past five fiscal years, or since inception, if the life of a
Fund is shorter. Some of the information is presented on a per Share basis.
Total returns represent the rate an investor would have earned (or lost) on an
investment in the Funds, assuming reinvestment of any dividends and capital
gains. This information has been audited by Arthur Andersen LLP whose report,
along with the Funds' audited financial statements, is included in the Annual
Report.

Riggs Funds

Financial Highlights

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Net Realized Distributions
Net Asset Net and Unrealized Total from from Net Distributions
Year Ended Value, beginning Investment) Gain (Loss) on Investment Investment from Net Capital
April 30 of period Income (Loss Investments Operations Income Realized Gains Contribution
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> -- <C>
U.S. Treasury Money Market Fund Y Shares
1995 $1.00 0.04 -- 0.04 (0.04) -- --
1996 $1.00 0.05 -- 0.05 (0.05) -- --
1997 $1.00 0.05 -- 0.05 (0.05) -- --
1998 $1.00 0.05 -- 0.05 (0.05) -- --
1999 $1.00 0.04 -- 0.04 (0.04) -- --
- ---------------------------------------------------------------------------------------------------------------------------------
Prime Money Market Fund Y Shares
1995 $1.00 0.047 (0.003) 0.044 (0.047) -- 0.003
1996 $1.00 0.05 -- 0.05 (0.05) -- --
1997 $1.00 0.05 -- 0.05 (0.05) -- --
1998 $1.00 0.05 -- 0.05 (0.05) -- --
1999 $1.00 0.05 -- 0.05 (0.05) -- --
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

/1/ Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.
/2/ During the period certain fees were voluntarily waived. If such waivers had
not occurred, the ratios would have been as indicated.
/3/ Total return would have remained at 4.84% absent the capital contribution
by Riggs National Corp.

<TABLE>
<CAPTION>
Ratios to Average Net Assets
------------------------------------------------------------
Net Net
Net Asset Investment Investment Net Assets,
Total Value, end Total Income Expenses Income (Loss) end of period Portfolio
Distributions of period Return/1/ Expenses/2/ (Loss)/2/ (after waivers) (after waivers) (000 omitted) Turnover
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(0.04) $1.00 4.39% 0.80% 4.13% 0.60% 4.33% $ 81,089 --
(0.05) $1.00 5.28% 0.78% 4.99% 0.60% 5.17% $ 107,104 --
(0.05) $1.00 4.83% 0.70% 4.61% 0.57% 4.74% $ 141,011 --
(0.05) $1.00 5.00% 0.71% 4.80% 0.63% 4.88% $ 117,424 --
(0.04) $1.00 4.49% 0.97% 4.14% 0.72% 4.39% $ 138,097 --
- -----------------------------------------------------------------------------------------------------------------------------------
(0.044) $1.00 4.84%/3/ 0.68% 4.48% 0.44% 4.72% $ 284,059 --
(0.05) $1.00 5.50% 0.70% 5.07% 0.51% 5.26% $ 367,742 --
(0.05) $1.00 5.09% 0.68% 4.83% 0.51% 5.00% $ 372,037 --
(0.05) $1.00 5.22% 0.69% 5.00% 0.58% 5.11% $ 318,122 --
(0.05) $1.00 4.76% 0.94% 4.40% 0.69% 4.65% $ 425,054 --
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Riggs Funds

CLASS Y SHARES
Riggs Stock Fund
Riggs Small Company Stock Fund
Riggs U.S. Government Securities Fund
Riggs Prime Money Market Fund
Riggs U.S. Treasury Money Market Fund

Investment Company Act File No. 811-6309

Cusip 76656A 781 Cusip 76656A 799 Cusip 76656A 773 Cusip 76656A 104 Cusip 76656A
302

G00355-02 (12/99)

Cusip 76656A 781 Cusip 76656A 799 Cusip 76656A 773 Cusip 76656A 104 Cusip 76656A
302

G00355-02 (12/99)

RIGGS FUNDS
COMBINED PROSPECTUS

December 13, 1999

Class B Shares
Riggs Stock Fund
Riggs Small Company Stock Fund
Riggs Large Cap Growth Fund

[Logo of Riggs Funds]

Federated Securities Corp., Distributor

PROSPECTUS
Riggs Funds

CLASS B SHARES
Riggs Stock Fund
Riggs Small Company Stock Fund
Riggs Large Cap Growth Fund

<TABLE>
<CAPTION>
Contents
<S> <C>
Fund Goals, Strategies, Performance and Risk 1
What are the Funds' Fees and Expenses? 5
Principal Securities in Which the Funds Invest 6
Specific Risks of Investing in the Funds 6
What do Shares Cost? 7
How are the Funds Sold? 8
How to Purchase Shares 8
How to Redeem and Exchange Shares 9
Account and Share Information 11
Who Manages the Funds? 12
Financial Information 13
</TABLE>

DECEMBER 13, 1999

Fund Goals, Strategies, Performance and Risk

The investment goal of each Fund described in this section may only be changed
upon the approval of a majority of the outstanding Shares of the Fund that would
be affected by the change. The investment strategies may be changed without
Shareholder approval.

RIGGS STOCK FUND

Goal
Seeks to provide growth of capital and income.

RISK/RETURN BAR CHART AND TABLE

The graphic presentation displayed here consists of a bar chart representing the
annual total returns of Class R Shares of Riggs Stock Fund as of the calendar
year-end for each of six years.

The `y' axis reflects the "% Total Return" beginning with "0" and increasing in
increments of 10% up to 40.00%. The `x' axis represents calculation periods from
the earliest first full calendar year end of the Fund's Class R Shares start of
business through the calendar year ended December 31, 1998. The light gray
shaded chart features six distinct vertical bars, each shaded in charcoal, and
each visually representing by height the total return percentages for the
calendar year stated directly at its base. The calculated total return
percentage for the Fund's Class R Shares for each calendar year is stated
directly at the top of each respective bar, for the calendar years 1993 through
1998. The percentages noted are: 18.51%, 3.44%, 37.59%, 19.90%, 27.75% and
16.50%.

The total returns shown here are for Class R Shares which is another class of
Shares offered by the Stock Fund. Class R Shares are not offered in this
prospectus. The total returns for Class R Shares are disclosed here because
Class B Shares have only been offered since July 19, 1998. These total returns
would be substantially similar to the annual returns for Class B Shares over the
same period and would differ only to the extent that the two classes do not have
the same expenses. It is anticipated that expenses of Class B Shares will exceed
those of the Class R Shares.

The bar chart shows the variability of the Fund's Class R Shares total returns
on a calendar year-end basis.

The Fund's Class R Shares total return for the nine-month period from January 1,
1999 to September 30, 1999 was (9.38)%.

Average Annual Total Return

The following table represents the Fund's Class R Shares Average. Annual Total
Returns for the calendar periods ended December 31, 1998. The table shows the
Fund's Class R Shares total returns averaged over a period of years relative to
the Standard & Poor's 500 Index ("S&P 500"), a broad-based market index. The S&P
500 is unmanaged, and it is not possible to invest in an index.

<TABLE>
<CAPTION>
Calendar Period Class R Shares S&P 500
- --------------------------------------------------------------------------------------------
<S> <C> <C>
1 Year 14.50% 28.58%
- --------------------------------------------------------------------------------------------
5 Years 20.32% 23.89%
- --------------------------------------------------------------------------------------------
Start of Performance/1/ 18.67% 20.41%
- --------------------------------------------------------------------------------------------
</TABLE>

/1/ The Fund's Class R Shares start of performance date was May 11, 1992.

RIGGS SMALL COMPANY STOCK FUND

Goal
Seeks to provide long-term capital appreciation.

Strategy
The Fund pursues its investment objective by investing at least 65% of its
assets in a diversified portfolio of stocks of small-sized U.S. companies which
are either listed on the New York or American Stock Exchange or Nasdaq, or trade
in the over-the-counter market and which, in the opinion of the Fund's adviser,
have potential to become significant factors in their respective industries in
terms of market Share. The Fund seeks to invest primarily in companies whose
market capitalizations are less than $1.2 billion. In selecting securities, the
adviser uses the "value" style of investing described on the previous page with
respect to the Stock Fund. 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

The graphic presentation displayed here consists of a bar chart representing the
annual total returns of Class R Shares of Riggs Small Company Stock Fund as of
the calendar year-end for each of three years.

The `y' axis reflects the "% Total Return" beginning with "-20.00%" and
increasing in increments of 20% up to 40.00%. The `x' axis represents
calculation periods from the earliest first full calendar year end of the Fund's
Class R Shares start of business through the calendar year ended December 31,
1998. The light gray shaded chart features three distinct vertical bars, each
shaded in charcoal, and each visually representing by height the total return
percentages for the calendar year stated directly at its base. The calculated
total return percentage for the Fund's Class R Shares for each calendar year is
stated directly at the top of each respective bar, for the calendar years 1996
through 1998. The percentages noted are: 21.92%, 38.90% and -10.44%.

The total returns shown here are for Class R Shares which is another class of
Shares offered by Small Company Stock Fund. Class R Shares are not offered in
this prospectus. The total returns for Class R Shares are disclosed here because
Class B Shares have only been offered since July 17, 1998. These total returns
would be substantially similar to the annual returns for Class B Shares over the
same period and would differ only to the extent that the two classes do not have
the same expenses. It is anticipated that expenses of Class B Shares will exceed
those of the Class R Shares.

The bar chart shows the variability of the Fund's Class R Shares total returns
on a calendar year-end basis.

The Fund's Class R Shares total return for the nine-month period from January 1,
1999 to September 30, 1999 was 9.38%.

Average Annual Total Return

The following table represents the Fund's Class R Shares Average Annual Total
Returns for the calendar periods ended December 31, 1998. The table shows the
Fund's Class R Shares total returns averaged over a period of years relative to
the Russell 2000 Index ("Russell 2000"), a broad-based market index. The Russell
2000 is unmanaged, and it is not possible to invest directly in an index.

<TABLE>
<CAPTION>
Calendar Period Class R Shares Russell 2000
- ------------------------------------------------------------------------------------------
<S> <C> <C>
1 Year (11.98)% (2.55)%
- ------------------------------------------------------------------------------------------
Start of Performance/1/ 17.63% 15.78%
- ------------------------------------------------------------------------------------------
</TABLE>

/1/ The Fund's Class R Shares start of performance date was February 27, 1995.

RIGGS LARGE CAP GROWTH FUND

Goal
Seeks to provide capital appreciation.

Strategy

Companies with similar 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(e.g.
technology, capital goods, health care and/or communications services), 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.

PRINCIPAL RISKS OF THE FUNDS
Set forth below are risks specific to an investment in a particular Fund or
Funds. For more information on these risks, see "Specific Risks of investing in
the Funds."

In addition, all Funds are subject to the risk that 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.

<TABLE>
<CAPTION> Small
Company Large Cap
Stock Stock Growth
Risks Fund Fund Fund
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Stock Market Risks/1/ X X X
- --------------------------------------------------------------------------------------
Liquidity Risks/2/ X
- --------------------------------------------------------------------------------------
Risks Related to Investing for Growth/3/ X
- --------------------------------------------------------------------------------------
Risks Related to Investing for Value/4/ X X
- --------------------------------------------------------------------------------------
Risks Related to Company Size/5/ X
- --------------------------------------------------------------------------------------
Risks of Foreign Investing/6/ X
- --------------------------------------------------------------------------------------
Sector Risks/7/ X
- --------------------------------------------------------------------------------------
</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/ Growth stocks in particular may experience a larger decline on a forecast
of lower earnings, a negative fundamental development or an adverse market
development.
/4/ Value stocks depend less on price changes for returns and may lag behind
growth stock in an up market.
/5/ The smaller the capitalization of a company, the less liquid its stock and
the more volatile its price. Companies with smaller market capitalizations
also tend to have unproven track records and are more likely to fail than
companies with larger market capitalizations.
/6/ Foreign economic, political or regulatory conditions may be less favorable
than those of the United States.

/7/ Because a Fund may allocate relatively more assets to certain industry
sectors than others, the Fund's performance may be more susceptible to any
developments which affect those sectors emphasized by a Fund.

What are the Fund's Fees and Expenses?

RIGGS STOCK FUND, RIGGS SMALL COMPANY STOCK FUND AND RIGGS LARGE CAP GROWTH FUND

CLASS B SHARES

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
Shares of the Stock Fund, Small Company Stock Fund and Large Cap Growth Fund
Class B Shares.

<TABLE>
<CAPTION>
Shareholder Fees Small Large Cap
Fees Paid Directly From Your Investment Company Growth
Stock Fund Stock Fund Fund
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) None None None
- -----------------------------------------------------------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load)
(as a percentage of original purchase price or redemption proceeds, as applicable) 5.00% 5.00% 5.00%
- -----------------------------------------------------------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions)
(as a percentage of offering price) None None None
- -----------------------------------------------------------------------------------------------------------------------------------
Redemption Fee (as a percentage of amount redeemed, if applicable) None None None
- -----------------------------------------------------------------------------------------------------------------------------------
Exchange Fee None None None

Annual Fund Operating Expenses (Before Waivers)/1/
Expenses That are Deducted From Fund Assets (as a percentage of average net assets)
- -----------------------------------------------------------------------------------------------------------------------------------
Management Fee 0.75% 0.80% 0.75%
- -----------------------------------------------------------------------------------------------------------------------------------
Distribution (12b-1) Fee 0.75% 0.75% 0.75%
- -----------------------------------------------------------------------------------------------------------------------------------
Shareholder Services Fee/2/ 0.25% 0.25% 0.25%
- -----------------------------------------------------------------------------------------------------------------------------------
Other Expenses/3/ 0.29% 0.45% 0.42%
- -----------------------------------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses/1/ 2.04% 2.25% 2.17%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

/1/ Although not contractually obligated to do so, the distributor and the
shareholder services provider anticipates voluntarily waiving certain
amounts. These are shown below along with the net expenses the Funds
expect to pay for the fiscal year ended April 30, 2000.

<TABLE>
<S> <C> <C> <C>
Total Waivers of Fund Expenses................................................... 0.15% 0.15% 0.15%
Total Actual Annual Fund Operating Expenses (after waiver)....................... 1.89% 2.10% 2.02%
</TABLE>

/2/ The shareholder services provider voluntarily waived a portion of the
shareholder services fee for the Stock Fund and the Small Company Stock
Fund. The shareholder service provider can terminate this voluntary
reduction at any time. The shareholder services fee paid by Stock Fund and
Small Company Stock Fund (after voluntary waiver) was 0.09% and 0.09%
respectively, for the fiscal year ended April 30, 1999. It is anticipated
that the shareholder services fee paid for the Stock Fund and Small
Company Stock Fund will be 0.10% by the fiscal year ending April 30, 2000.
The shareholder services provider intends to waive a portion of the
shareholder services fee for the Large Cap Growth Fund. The shareholder
services provider can terminate this voluntary waiver at any time. It is
anticipated that the shareholder services fee will be 0.10% for the fiscal
year ending April 30, 2000.

/3/ Other expenses are based on estimated amounts for the fiscal year ending
April 30, 2000. The actual Fund operating expenses for the fiscal year
ended April 30, 1999 were 1.97% and 2.13% for the Stock Fund and the Small
Company Stock Fund, respectively.

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:

<TABLE>
<CAPTION>
Class B Shares 1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Fund
- --------------------------------------------------------------------------------------------------
Expenses assuming redemption $407 $840 $1,298 $2,569
- --------------------------------------------------------------------------------------------------
Expenses assuming no redemption $207 $640 $1,098 $2,369
- --------------------------------------------------------------------------------------------------
Small Company Stock Fund
- --------------------------------------------------------------------------------------------------
Expenses assuming redemption $428 $903 $1,405 $2,785
- --------------------------------------------------------------------------------------------------
Expenses assuming no redemption $228 $703 $1,205 $2,585
- --------------------------------------------------------------------------------------------------
Large Cap Growth Fund
- --------------------------------------------------------------------------------------------------
Expenses assuming redemption $720 $979
- --------------------------------------------------------------------------------------------------
Expenses assuming no redemption $220 $679
- --------------------------------------------------------------------------------------------------
</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 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 types of equity securities in which the
Funds may invest.

Common Stocks

Depositary Receipts

American Depositary Receipts (ADRs) 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

Temporary Defensive Investments

Specific Risks of Investing in the Funds

STOCK MARKET RISKS

. The value of equity securities in the each 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, a 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.

LIQUIDITY RISKS

. Trading opportunities are more limited for equity securities that are not
widely held. This 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 a
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, a Fund will be required
to continue to hold the security and a Fund could incur losses.

RISKS RELATED TO INVESTING FOR GROWTH

RISKS RELATED TO INVESTING FOR VALUE

RISKS RELATED TO COMPANY SIZE

RISKS OF FOREIGN INVESTING

. 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.

. 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

. Companies with similar characteristics may be grouped together in broad
categories called sectors. Sector risk is the possibility that a certain
sector may underperform other sectors or the market as a whole. As the
Adviser allocates more of the Fund's portfolio holdings to a particular
sector, the Fund's performance will be more susceptible to any economic,
business or other developments which generally affect that sector.

What do Shares Cost?

You can purchase, redeem, or exchange Class B 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. The Funds generally value
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 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

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 Funds 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:

<TABLE>
<CAPTION>
Year of Redemption After Purchase Contingent Deferred Sales Charge
- --------------------------------------------------------------------------------------------
<S> <C>
First 5.00%
- --------------------------------------------------------------------------------------------
Second 4.00%
- --------------------------------------------------------------------------------------------
Third 3.00%
- --------------------------------------------------------------------------------------------
Fourth 2.00%
- --------------------------------------------------------------------------------------------
Fifth 1.00%
- --------------------------------------------------------------------------------------------
Sixth 0.00%
- --------------------------------------------------------------------------------------------
</TABLE>

You will not be charged a CDSC when redeeming Shares:

. purchased with reinvested dividends or capital gains;
. following the death or disability, as defined in Section 72(m)(7) of the
Internal Revenue Code of 1986, of the last surviving Shareholder;
. 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;
. if the Fund redeems your Shares and closes your account for not meeting the
minimum balance; and
. 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:

. Shares that are not subject to a CDSC; and
. 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?

Stock Fund and Small Company Stock Fund offer Class R Shares, Class B Shares and
Class Y Shares; and Large Cap Growth Fund offers Class R Shares and Class B
Shares. Each class represents interests in a single portfolio of securities.
This prospectus relates only to Class B Shares. Each Share class has different
expenses which affect their performance. Class R Shares are subject to a 0.25%
Rule 12b-1 fee and a 0.25% Shareholder services fee, and impose a (maximum) 2%
CDSC. Class Y Shares impose a 0.25% Shareholder services fee, are not subject to
a Rule 12b-1 fee, and do not impose a CDSC. For more information concerning
Class R Shares or Class Y 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 B Shares are sold primarily to retail
customers through broker/dealers which are not affiliated with Riggs Bank.

RULE 12B-1 PLAN

The Funds have 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 Funds reserve 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 Funds 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)

THROUGH RIGGS FUNDS ONLINE/SM/

You may purchase Fund Shares via the Internet through Riggs Funds OnLine/SM/ at
http://www.riggsbank.com. See "Fund Transactions through Riggs Funds OnLine/SM/
in the Account and Share Information Section.

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.

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. Class R Shares
are subject to a 2% CDSC (which will not apply to Class R Shares issued as a
result of automatic conversion of Class B Shares); a 0.25% Rule 12b-1 Plan fee;
and a 0.25% Shareholder services fee.

How to Redeem and Exchange Shares

Each 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
(NYSE) 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:
. Fund Name, Share Class and account number;
. amount to be redeemed or exchanged;
. signatures of all Shareholders exactly as registered; and
. 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:
. your redemption will be sent to an address other than the address of record;
. your redemption will be sent to an address of record that was changed
within the last 30 days; or
. if exchanging (transferring) into another fund with a different Shareholder
registration.

PAYMENT METHODS FOR REDEMPTIONS

. an electronic transfer to your account at a financial institution that is an
ACH member; or
. 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, it reserves 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:

. to allow your purchase to clear;
. during periods of market volatility; or
. 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

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 Riggs Funds, 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 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:
. complete an authorization form permitting a Fund to accept telephone
exchange requests;
. ensure that the account registrations are identical;
. meet any minimum initial investment requirements;
. specify the dollar value or number of Shares to be exchanged; and
. 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.

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 RFSS.

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 Stock Fund and the Small Company Stock Fund no longer issues Share
certificates. The Large Cap Growth Fund does not issue Share certificates. If
you are redeeming or exchanging Shares represented by certificates previously
issued by either the Stock Fund or the Small Company Stock 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/.

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

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:

<TABLE>
<CAPTION>
Minimum Maximum
- ---------------------------------------------------------------------------------------
<S> <C> <C>
Purchases $100 $100,000
- ---------------------------------------------------------------------------------------
</TABLE>

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.

Online Risks

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

DIVIDENDS AND CAPITAL GAINS

Dividends on the Funds 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 a Fund on payment dates at the ex-dividend date net asset value
without a sales charge.

ACCOUNTS WITH LOW BALANCES

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 the 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.

Who Manages the Funds?

The Board of Trustees governs the Funds. The Board selects and oversees the
Adviser, Riggs, N.A. The Adviser manages each Fund's 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: RIMCO (with respect to the Stock Fund and the Small Company Stock
Fund) and J. Bush & Co. (with respect to Large Cap Growth Fund). These Sub-
Advisers, which are paid by the Adviser and not by the Funds, are subsidiaries
of Riggs National Corporation, a bank holding company. The Sub-Adviser's
addresses are: Riggs Investment Management Corp., 800 17th Street N.W.,
Washington, D.C. 20006; and J. Bush & Co., 55 Whitney Avenue, New Haven, CT
06510.

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.

J. Bush & Co. manages assets valued at over $500 million.J. Bush & Co. has not
had any prior experience managing mutual funds.
The Fund's portfolio managers are:

Philip D. Tasho

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

Jonathan Bush

Jonathan Bush, 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 (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

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: investment banker in corporate finance
and capital markets at Morgan Stanley in New York (1989- 1991); strategic
management consultant at McKinsey & Company in New York (1991-1996); and 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 Large Cap Growth Fund and the Stock Fund; and 0.80% for the
Small Company Stock Fund. The Adviser may voluntarily waive a portion of its fee
or reimburse the Funds for certain operating expenses.

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.

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 Large Cap Growth Fund's fiscal year end is April 30. As this is the Fund's
first fiscal year, financial information is not yet available.

The following Financial Highlights will help you understand the financial
performance of the Stock Fund and the Small Company Fund for the past five
fiscal years, or since inception, if the life of a Fund is shorter. Some of the
information is presented on a per Share basis. Total returns represent the rate
an investor would have earned (or lost) on an investment in the Funds, assuming
reinvestment of any dividends and capital gains. This information has been
audited by Arthur Andersen LLP whose report, along with the Funds' audited
financial statements, is included in the Annual Report.

Riggs Stock Fund

Financial Highlights--Class B Shares

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

The following table has been audited by Arthur Andersen LLP, the Trust's
independent auditors. Arthur Andersen's report dated June 22, 1999, on the
Trust's financial statements for the year ended April 30, 1999, is included in
the Combined Annual Report, which is incorporated herein by reference. This
table should be read in conjunction with the Fund's financial statements and
notes thereto, which may be obtained free of charge from the Trust.

<TABLE>
<CAPTION>
Period Ended April 30 1999/1/
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Net Asset Value, Beginning of Period $16.65
- -------------------------------------------------------------------------------------------------------------------------------
Income from Investment Operations:
- -------------------------------------------------------------------------------------------------------------------------------
Net investment loss (0.03)
- -------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain on investments 0.83
- -------------------------------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 0.80
- -------------------------------------------------------------------------------------------------------------------------------
Less Distributions:
- -------------------------------------------------------------------------------------------------------------------------------
Distributions from net investment income (0.01)
- -------------------------------------------------------------------------------------------------------------------------------
Distributions from net realized gain on investments (1.71)
- -------------------------------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS (1.72)
- -------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period $15.73
- -------------------------------------------------------------------------------------------------------------------------------
Total Return/2/ 5.31%
- -------------------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
- -------------------------------------------------------------------------------------------------------------------------------
Expenses/3/ 2.16%/4/
- -------------------------------------------------------------------------------------------------------------------------------
Net investment loss/3/ (0.67%)/4/
- -------------------------------------------------------------------------------------------------------------------------------
Expenses (after waivers) 1.97%/4/
- -------------------------------------------------------------------------------------------------------------------------------
Net investment loss (after waivers) (0.48%)/4/
- -------------------------------------------------------------------------------------------------------------------------------
Supplemental Data:
- -------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000 omitted) $182
- -------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover 52%
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

1 Reflects operations for the period from July 19, 1998 (date of initial public
investment) to April 30, 1999.

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

3 During the period certain fees were voluntarily waived. If such voluntary
waivers had not been accrued, the ratios would have been as indicated.

4 Computed on an annualized basis.

Riggs Small Company Stock Fund

Financial Highlights--Class B Shares

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

Period Ended April 30 1999/1/
- -----------------------------------------------------------------------------------------------
<S> <C>
Net Asset Value, Beginning of Period $ 17.25
- -----------------------------------------------------------------------------------------------
Income from Investment Operations:
- -----------------------------------------------------------------------------------------------
Net investment loss (0.07)
- -----------------------------------------------------------------------------------------------
Net realized and unrealized loss on investments (4.12)
- -----------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS (4.19)
- -----------------------------------------------------------------------------------------------
Less Distributions:
- -----------------------------------------------------------------------------------------------
Distributions from net realized gain on investments (1.85)
- -----------------------------------------------------------------------------------------------
Net Asset Value, End of Period $ 11.21
- -----------------------------------------------------------------------------------------------
Total Return/2/ (24.43%)
- -----------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
- -----------------------------------------------------------------------------------------------
Expenses/3/ 2.33%/4/
- -----------------------------------------------------------------------------------------------
Net investment loss/3/ (0.97%)/4/
- -----------------------------------------------------------------------------------------------
Expenses (after waivers) 2.13%/4/
- -----------------------------------------------------------------------------------------------
Net investment loss (after waivers) (0.77%)/4/
- -----------------------------------------------------------------------------------------------
Supplemental Data:
- -----------------------------------------------------------------------------------------------
Net assets, end of period (000 omitted) $101
- -----------------------------------------------------------------------------------------------
Portfolio turnover 100%
- -----------------------------------------------------------------------------------------------
</TABLE>

1 Reflects operations for the period from July 17, 1998 (date of initial public
investment) to April 30, 1999.
2 Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.
3 During the period certain fees were voluntarily waived. If such waivers had
not been accrued, the ratios would have been as indicated.
4 Computed on an annualized basis.

Riggs Funds

CLASS B SHARES
Riggs Stock Fund
Riggs Small Company Stock Fund
Riggs Large Cap Growth Fund
DECEMBER 13, 1999

A Statement of Additional Information (SAI) dated December 13, 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
SemiAnnual Reports to Shareholders as they become available. The Annual Report
discusses market conditions and investment strategies that significantly
affected the Funds' performance during their last fiscal year. 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, DC metropolitan area toll-free at 1-
800-934-3883.

RIGGS FUNDS

CLASS B SHARES

Riggs Stock Fund
Riggs Small Company Stock Fund
Riggs Large Cap Growth Fund

Investment Company Act File No. 811-6309

Cusip 76656A 708
Cusip 76656A 880
Cusip 76656A 815

G00355-01 (12/99)

DECEMBER 13, 1999

Cusip 76656A 708
Cusip 76656A 880
Cusip 76656A 815

G00355-01 (12/99)

Riggs Funds

Riggs Stock Fund
Class R Shares
Class Y Shares
Class B Shares
Riggs Small Company Stock Fund
Class R Shares
Class Y Shares
Class B Shares
Riggs Large Cap Growth Fund
Class R Shares
Class B Shares
Riggs U.S. Government Securities Fund
Class R Shares
Class Y Shares
Riggs Bond Fund
Class R Shares
Riggs Intermediate Tax Free Bond Fund
Class R Shares
Riggs Long Term Tax Free Bond Fund
Class R Shares
Riggs Prime Money Market Fund
Class R Shares
Class Y Shares
Riggs U.S. Treasury Money Market Fund
Class R Shares
Class Y Shares

Statement of Additional Information
December 13, 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 13,
1999.

This SAI incorporates by reference the Funds' Annual Report. Obtain the
prospectuses or the Annual Report 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?...............................................17
How Are the Funds Sold?............................................17
Subaccounting Services.............................................18
Redemption in Kind.................................................18
Massachusetts Partnership Law......................................19
Account and Share Information......................................19
Tax Information....................................................20
Who Manages and Provides Services to the Funds.....................20
Fees Paid by the Funds for Services................................24
How do the Funds Measure Performance?..............................25
Financial Information..............................................30
Appendix...........................................................31
Addresses.................................................Back Cover

Federated Securities Corp., Distributor,
subsidiary of Federated Investors, Inc.
1061803B (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 Board of
Trustees (the Board) has established three classes of Shares known as Class R
Shares Class Y Shares and Class B Shares. This SAI relates to all three 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.

- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
Securities Stock Small Large Cap U.S. Bond Intermediate Long Term Prime U.S.
Fund Company Growth Government Fund Tax Free Tax Free Money Treasury
Stock Fund Securities Bond Fund Bond Fund Market Money
Fund Fund Fund Market
Fund
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
Agency Securities A A A P A A A P N
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
American Depository Receipts 1 A A P N A N N N N
----------------------------------- ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
Asset Backed Securities N N N A A N N N N
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
Bank Instruments A A A A A A A P N
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
Collateralized Mortgage Obligations N N N P A N N N N
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
Commercial Paper 2, 3 A A A A P A A P N
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
Common Stocks P P P N A P N N N
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
Convertible Securities A A A N P A A N N
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
Corporate Debt Obligations 4 A A A A P A A P N
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
Credit Enhancement 5 N N A N A A P P N
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
Demand Instruments A A A A A A A A N
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
Foreign Securities A A A N A A N N N
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
Futures and Options Transactions A A A A A A A N N
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
General Obligation Bonds N N N N N N P A N
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
Insurance Contracts N N N N A N N A N
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
Inverse Floaters N N N N A N A N N
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
Mortgage Backed Securities N N N P A N N N N
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
Municipal Securities N N N N P N P N N
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
Preferred Stocks A A P N P P N N P
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
Private Activity Bonds N N N N N N P A N
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
Real Estate Investment Trusts N A A N A A N N N
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
Repurchase Agreements A A P A P P P A P
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------
Reverse Repurchase Agreements A A A A A A A A A
- ------------------------------------ ------ ---------- ----------- ------------ ------- -------------- ----------- -------- --------

<PAGE>

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

<PAGE>

1. The Stock Fund and Small Company Stock Fund may invest up to 20% of their
total assets in ADRs.
2. The U.S. Government Securities Fund may invest in commercial paper that has
at least two high quality ratings by a nationally recognized statistical rating
organization (NRSRO). 3. The Stock Fund and Small Company Stock Fund may invest
in commercial paper rated A-1 by S&P, Prime-1 by Moody's or F-1+ or F-1 by
Fitch. 4. The U.S. Government Securities Fund may invest in corporate debt
obligations and U.S. dollar denominated debt obligations of foreign corporations
and governments rated Baa or better, Aaa, Aa or A by Moody's Investor Services,
Inc. (Moody's); BBB or better, AAA, AA or A by Standard & Poor's (S&P); or BBB
or better, AAA, AA, or A by Fitch IBCA, Inc. (Fitch). The Fund will limit its
investment in bonds rated in the lowest investment grade category to 10% of its
total assets. In the event that any such security is downgraded below the fourth
highest rating category, the Fund will dispose of the security. 5. The Prime
Money Market Fund may have more than 25% of its total assets invested in
securities credit-enhanced by banks.

<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

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.

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.

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.

<PAGE>

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.

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.

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.

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 on to
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.

<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. 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.

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.

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. A zero coupon step-up security converts to a coupon
security before final maturity.

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.

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.

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). 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

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.

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.

<PAGE>

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.

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.

<PAGE>

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.

The Stock Fund, Small Company Stock Fund, Large Cap Growth Fund, U.S.
Government Securities Fund, Bond Fund, Intermediate Tax Free Bond Fund and the
Long Term Tax Free Bond 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.

The Stock Fund, Small Company Stock Fund, Large Cap Growth Fund, U.S.
Government Securities Fund, Bond Fund, Intermediate Tax Free Bond Fund and
the Long Term Tax Free Bond Fund 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.

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.

Hedging
Hedging transactions are intended to reduce specific risks. For example, to
protect a Fund against circumstances that would normally cause a Fund's
portfolio securities to decline in value, a Fund may buy or sell a derivative
contract that would normally increase in value under the same circumstances. The
Fund may also attempt to hedge by using combinations of different derivatives
contracts, or derivatives contracts and securities. A Fund's ability to hedge
may be limited by the costs of the derivatives contracts. A Fund may attempt to
lower the cost of hedging by entering into transactions that provide only
limited protection, including transactions that (1) hedge only a portion of its
portfolio, (2) use derivatives contracts that cover a narrow range of
circumstances or (3) involve the sale of derivatives contracts with different
terms. Consequently, hedging transactions will not eliminate risk even if they
work as intended. In addition, hedging strategies are not always successful, and
could result in increased expenses and losses to a Fund.

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.

Investment Ratings for Corporate Fixed Income Securities
The Adviser will determine whether a security is investment grade 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, BBB and below) based on their 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 rated security.

If a security is downgraded below the minimum quality grade discussed in a
Fund's investment strategy, the adviser will reevaluate the security, but will
not be required to sell it.

<PAGE>

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.

Prepayment Risks
Generally, homeowners have the option to prepay their mortgages at any time
without penalty. Homeowners frequently refinance high interest rate mortgages
when mortgage rates fall. This results in the prepayment of mortgage backed
securities with higher interest rates. Conversely, prepayments due to
refinancings decrease when mortgage rates increase. This extends the life of
mortgage backed securities with lower interest rates. Other economic factors can
also lead to increases or decreases in prepayments. Increases in prepayments of
high interest rate mortgage backed securities, or decreases in prepayments of
lower interest rate mortgage backed securities, may reduce their yield and
price. These factors, particularly the relationship between interest rates and
mortgage prepayments makes the price of mortgage backed securities more volatile
than many other types of fixed income securities with comparable credit risks.

Mortgage backed securities generally compensate for greater prepayment risk by
paying a higher yield. 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) 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 is perceived to have an
increased prepayment risk or perceived to have less market demand. An increase
in the spread will cause the price of the security to decline.

A Fund may have to reinvest the proceeds of mortgage prepayments in other fixed
income securities with lower interest rates, higher prepayment risks, or other
less favorable characteristics.

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.

Risks Related to Investing for Value
Due to their relatively low valuations, value stocks are typically less volatile
than growth stocks. For instance, the price of a value stock may experience a
smaller increase on a forecast of higher earnings, a positive fundamental
development, or positive market development. Further, value stocks tend to have
higher dividends than growth stocks. This means they depend less on price
changes for returns and may lag behind growth stocks in an up market.

Risks Related to Company Size

Generally, the smaller the market capitalization of a company, the fewer the
number of Shares traded daily, the less liquid its stock and the more volatile
its price. Market capitalization is determined by multiplying the number of its
outstanding Shares by the current market price per Share.

Companies with smaller market capitalizations also tend to have unproven track
records, a limited product or service base and limited access to capital. These
factors also increase risks and make these companies more likely to fail than
companies with larger market capitalizations.

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

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

OTC derivative contracts generally carry greater liquidity risk than
exchange-traded contracts.

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.

o 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.

o 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

o 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.

o 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.

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.

Noninvestment Grade Securities Risks
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.

fundamental investment objective
Riggs Stock Fund seeks to provide growth of capital and income.

Riggs Small Company Stock Fund seeks to provide long-term capital appreciation.

Riggs Large Cap Growth Fund seeks to provide capital appreciation.

Riggs U.S. Government Securities Fund seeks to achieve current income.

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

Riggs Prime Money Market Fund seeks to provide current income consistent with
stability of principal and liquidity.

Riggs U.S. Treasury Money Market Fund seeks to provide current income consistent
with stability of principal and liquidity.

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 Funds may borrow money, directly or indirectly, and issue senior securities
to the maximum extent permitted under the 1940 Act.

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 Funds may not purchase or sell physical commodities, provided that the Funds
may purchase securities of companies that deal 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 Funds will not make investments that will result in the concentration of its
investments in the securities of issuers primarily engaged in the same 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.

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 Stock Fund, Small Company Stock Fund, Large Cap Growth Fund, U.S. Government
Securities Fund, Bond Fund, Intermediate Tax Free Bond Fund and the Long Term
Tax Free Bond Fund 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.

The Prime Money Market Fund and the U.S. Treasury Money Market Fund 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.

Illiquid Securities
The Stock Fund, Small Company Stock Fund, Large Cap Growth Fund, U.S. Government
Securities Fund, Bond Fund, Intermediate Tax Free Bond Fund, Long Term Tax Free
Bond Fund and Prime Money Market 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 the Stock Fund, Small Company Stock Fund, Large Cap Growth
Fund, U.S. Government Securities Fund, Bond Fund, Intermediate Tax Free Bond
Fund and Long Term Tax Free Bond Fund, and 10% of the nets assets of the Prime
Money Market 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.

For purposes of the concentration policy, to conform to the current view of the
SEC staff that only domestic bank instruments may be excluded from industry
concentration limitations the Fund will not exclude foreign bank instruments
from industry concentration tests so long as the policy of the SEC remains in
effect. The Fund will consider concentration to be the investment of more than
25% of the value of its total assets in any one industry.

DETERMINING MARKET VALUE OF SECURITIES

With respect to the Prime Money Market Fund and the U.S. Treasury Money Market
Fund, the Trustees have decided that the best method for determining the value
of portfolio instruments is amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as adjusted for amortization of
premium or accumulation of discount rather than at current market value.
Accordingly, neither the amount of daily income nor the net asset value is
affected by any unrealized appreciation or depreciation of the portfolio. In
periods of declining interest rates, the indicated daily yield on Shares of a
Fund computed by dividing the annualized daily income on a Fund's portfolio by
the net asset value computed as above may tend to be higher than a similar
computation made by using a method of valuation based upon market prices and
estimates. In periods of rising interest rates, the opposite may be true.

The Funds' use of the amortized cost method of valuing portfolio instruments
depends on its compliance with certain conditions in Rule 2a-7 (the "Rule")
promulgated by the Securities and Exchange Commission under the Investment
Company Act of 1940. Under the Rule, the Trustees must establish procedures
reasonably designed to stabilize the net asset value per Share, as computed for
purposes of distribution and redemption, at $1.00 per Share, taking into account
current market conditions and a Fund's investment objective. The procedures
include monitoring the relationship between the amortized cost value per Share
and the net asset value per Share based upon available indications of market
value. The Trustees will decide what, if any, steps should be taken if there is
a difference of more than 0.5 of 1% between the two values. The Trustees will
take any steps they consider appropriate (such as redemption in kind or
shortening the average portfolio maturity) to minimize any material dilution or
other unfair results arising from differences between the two methods of
determining net asset value.

With respect to the Stock Fund, Small Company Stock Fund, Large Cap Growth
Fund, U.S. Government Securities Fund, Bond Fund, Intermediate Tax Free
Fund and the Long Term Tax Free Bond Fund, 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.

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 701/2;

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, (with the exception of the class b Shares of the stock fund and the
small company stock fund), 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.

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.

As of November 17, 1999, the following Shareholders owned of record,
beneficially, or both, 5% or more of outstanding Shares of the following Funds:

Stock Fund - Class R Shares
EAMCO - Riggs Funds, Washington, D.C., owned approximately 3,717,662 Shares
(60.00%); EAMCO Trustee #01769201, FBO Collier Shannon Profit Sharing,
Washington, D.C., owned approximately 404,757 Shares (6.53%); EAMCO for Nuclear
Energy Institute Employees Saving Plan #02121601, owned approximately 346,670
Shares (5.59%); and EAMCO Trustee #01769101, FBO Collier Shannon 401k,
Washington, D.C., owned approximately 318,853 Shares (5.15%).

Stock Fund - Class B Shares
Riggs Bank N.A., Custodian for the IRA of Roger D. Winston, Rockville, MD, owned
approximately 3,120 Shares (46.45%); Riggs Bank, N.A., Custodian for the IRA of
Jeanne C. Nash, Oakton, VA, owned approximately 684 Shares (10.18%); Donaldson
Lufkin Jenrette Securities Corporation, Inc., Jersey City, NJ, owned
approximately 602 Shares (8.96%); and Roberto Palacios, Washington, D.C., owned
approximately 368 Shares (5.48%).

Small Company Stock Fund - Class R Shares
EAMCO - Riggs Funds, Washington, D.C., owned approximately 2,620,044 Shares
(83.80%).

Small Company Stock Fund - Class B Shares
Donaldson Lufkin Jenrette Securities Corporation Inc., Jersey City, NJ, owned
approximately 3,715 Shares (37.69%); Riggs Bank N.A., custodian for the IRA of
Roger D. Winston, Rockville, MD, owned approximately 1,705 Shares (17.30%);
Riggs Bank N.A., custodian for the IRA of Jeanne C. Nash, Oakton, VA, owned
approximately 781 Shares (7.93%); Issa J. Boullata and Marita S. Boullata,
Montreal, Quebec, Canada, owned approximately 551 Shares (5.60%); and Carmel M.
Horton, Washington, D.C., owned approximately 533 Shares (5.41%).

U.S. Government Securities Fund - Class R Shares
EAMCO - Riggs Funds, Washington, D.C., owned approximately 2,978,704 Shares
(80.20%).

Prime Money Market Fund - Class R Shares
Libron Group, Inc., Sarasota, FL, owned approximately 521,375 Shares (18.30%);
Kathleen M. Caputo, Washington, D.C., owned approximately 256,900 Shares
(9.02%); Community Development Co., Rockville, MD, owned approximately 205,445
Shares (7.21%); Network Security Technologies, Inc., Leesburg, VA, owned
approximately 201,902 Shares (7.09%); The Better Business Bureau of Metropolitan
Washington, D.C., Washington, D.C., owned approximately 191,013 Shares (6.71%);
and Jean S. Seline, Washington, D.C., owned approximately 157,555 Shares
(5.53%).

Prime Money Market Fund - Class Y Shares
EAMCO - Riggs Funds, Washington, D.C., owned approximately 163,256,560 Shares
(57.08%): Riggs Bank N.A., Washington, D.C., owned approximately 45,300,000
Shares (15.84%); and National Geographic Society, Washington, D.C., owned
approximately 22,229,388 Shares (7.77%).
U.S. Treasury Money Market Fund - Class R Shares
Peter N.G. Schwartz, Washington, D.C., owned approximately 1,216,997 Shares
(42.24%); St. Alban's Episcopal Church, Washington, D.C., owned approximately
757,254 Shares (26.28%); McClure Gerard & Neuenschwander, Inc., Washington,
D.C., owned approximately 350,937 Shares (12.18%); and Janet B. Nunnelley
Trustee, Washington, D.C., owned approximately 201,467 Shares (6.99%).

U.S. Treasury Money Market Fund - Class Y Shares
EAMCO - Riggs Funds, Washington, D.C., owned approximately 75,918,206 Shares
(61.01%); Hare & Co., New York, NY, owned approximately 12,246,305 Shares
(9.84%); EAMCO Trustee #02138901, FBO Monumental Investment Group Profit Sharing
Plan, Washington, D.C., owned approximately 10,632,683 Shares (8.54%); and Riggs
Bank N.A., Washington, D.C., owned approximately 7,275,000 Shares (5.85%).

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.

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 nine funds.

As of November 17, 1999, the Funds' Board and Officers as a group owned less
than 1% of the Funds' outstanding Class R, Y 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 Federated
CHAIRMAN and TRUSTEE 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. (communcations/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., and Federated Services Company and
SECRETARY 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 Mansfield became 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 and Riggs Investment Management Corp.
("RIMCO") are subsidiaries of Riggs National Corporation, a bank holding
company.

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.

Sub-Adviser

The Stock Fund, Small Company Stock Fund, U.S. Government Securities Fund, Bond
Fund, Intermediate Tax Free Bond Fund, Long Term Tax Free Bond Fund, Prime Money
Market Fund and the U.S. Treasury Money Market Fund is sub-advised by RIMCO.
Pursuant to the terms of an investment sub-advisory agreement between the
Advisor and RIMCO (Sub-Advisor), the Sub-Advisor manages the Funds' assets,
including buying and selling portfolios securities.

The Large Cap Growth Fund is sub-advised by J. Bush & Co. Pursuant to the terms
of an investment sub-advisory agreement between the Adviser and J. Bush & Co.
(Sub-Adviser), the Sub-Adviser manages the Funds' assets, including buying and
selling portfolio securities.

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.

For the fiscal years ended April 30, 1999, 1998 and 1997, the Stock Fund paid
total brokerage commissions of $187,811, $245,522 and $175,381, respectively,
and the Small Company Stock Fund paid total brokerage commissions of $125,313,
$107,288, and $72,366, respectively.

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.

fees PAID BY THE FUNDs FOR SERVICES
- ----------------- -------------------------------------- ---------------------------------- ----------------------------------
Fund Advisory Fee Paid/ Shareholder Services Fee Paid Administrative Fee Paid
Advisory Fee Waived
---------------------------------- ----------------------------------
-------------------------------------- ---------------------------------- ----------------------------------
For the fiscal year ended For the fiscal year ended For the fiscal year ended
April 30, April 30, April 30,
-------------------------------------- ---------------------------------- ----------------------------------
------------------------------------------------------------------------------------------------------------
1999 1998 1997 1999 1998 1997 1999 1998 1997
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
Stock Fund $756,558/ $790,694/ $622,704/ $216,250(R) $71,317 $92,259 $141,350 $139,892 $106,088

$0 $78,554 $99,633 $211(B)
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
Small Company $333,762/ $338,723/ $184,690/ $85,927(R) $53,392 $71,963 $58,587 $58,191 $49,978
Stock Fund
$0 $36,697 $105,949 $228(B)
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
U.S. Government $277,475/ $246,668/ $255,588/ $82,762 $59,058 $88,771 $51,778 $48,888 $51,473
Securities Fund
$147,987 $131,556 $136,314
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
Prime Money $1,652,495/ $1,803,267/ $1,954,745/ $824,862 $130,369 $148,946 $462,021 $478,888 $497,453
Market Fund
$0 $409,724 $676,608
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
U.S. Treasury $635,522/ $704,027/ $672,065/ $312,575 $56,082 $68,994 $177,826 $186,366 $171,345
Money Market
Fund $0 $119,268 $173,436
- -----------------------------------------------------------------------------------------------------------------------------
(R) Class R Shares (B) Class B Shares

</TABLE>

<PAGE>

- ---------------------------------- ------------------------------------
Funds For the fiscal year ended
April 30, 1999
------------------------------------
------------------------------------
12b-1 Fee
------------------------------------
----------------- ------------------
Class R Shares Class B Shares
- ---------------------------------- ----------------- ------------------
- ---------------------------------- ----------------- ------------------
Stock Fund $241,118 $653
- ---------------------------------- ----------------- ------------------
- ---------------------------------- ----------------- ------------------
Small Company Stock Fund $95,808 $709
- ---------------------------------- ----------------- ------------------
- ---------------------------------- ----------------- ------------------
U.S. Government Securities Fund $92,719 ---
- ---------------------------------- ----------------- ------------------
- ---------------------------------- ----------------- ------------------
Prime Money Market Fund $17,064 ---
- ---------------------------------- ----------------- ------------------
- ---------------------------------- ----------------- ------------------
U.S. Treasury Money Market Fund $14,901 ---
- ---------------------------------- ----------------- ------------------

Fees are allocated among classes based on their pro rata Share of Fund assets,
except for marketing (Rule 12b-1) fees and Shareholder services fees, which are
borne only by the applicable class of Shares.

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.

<PAGE>

average Annual Total Returns and Yield and effective yield

<PAGE>

- ------------------- --------------------------------------- ------------------------------ ------------------------------
Fund Average Annual Total Return Yield Effective Yield
for the following periods ended April for the 7-day period ended for the 7-day period ended
30, 1999 April 30, 1999/ April 30, 1999
for the 30-day period ended
April 30, 1999
--------------------------------------- ------------------------------ ------------------------------
-------------- ----------- ------------ ---------- --------- --------- -------- ----------- ---------
Class R Class Y Class B Class R Class Y Class B Class Class Y Class B
Shares Shares Shares Shares Shares Shares R Shares Shares
One Year One Year One Year Shares
Five Year Five Year Five Years
Since Since Since
Inception Inception Inception
- ------------------- -------------- ----------- ------------ ---------- --------- --------- -------- ----------- ---------
- ------------------- -------------- ----------- ------------ ---------- --------- --------- -------- ----------- ---------
Stock Fund 4.60% N/A 0.59% 0.08% N/A N/A N/A N/A N/A
21.26%
18.43%
- ------------------- -------------- ----------- ------------ ---------- --------- --------- -------- ----------- ---------
- ------------------- -------------- ----------- ------------ ---------- --------- --------- -------- ----------- ---------
Small Company -31.53% N/A -27.68% N/A N/A N/A N/A N/A N/A
Stock Fund N/A
13.80%
- ------------------- -------------- ----------- ------------ ---------- --------- --------- -------- ----------- ---------
- ------------------- -------------- ----------- ------------ ---------- --------- --------- -------- ----------- ---------
U.S. Government 4.03% N/A N/A N/A N/A N/A N/A N/A N/A
Securities Fund 6.59% 4.88%
6.93%
- ------------------- -------------- ----------- ------------ ---------- --------- --------- -------- ----------- ---------
- ------------------- -------------- ----------- ------------ ---------- --------- --------- -------- ----------- ---------
Prime Money N/A N/A N/A 3.97%/ 4.32%/ N/A 4.05% 4.41% N/A
Market Fund 3.96% 4.31%
- ------------------- -------------- ----------- ------------ ---------- --------- --------- -------- ----------- ---------
- ------------------- -------------- ----------- ------------ ---------- --------- --------- -------- ----------- ---------
U.S. Treasury N/A N/A N/A 3.69%/ 4.04%/ N/A 3.76% 4.12% N/A
Money Market Fund 3.68% 4.03%
- ------------------- -------------- ----------- ------------ ---------- --------- --------- -------- ----------- ---------
</TABLE>

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
With respect to the Stock Fund, Small Company Stock Fund, Large Cap Growth Fund,
U.S. Government Securities Fund, Bond Fund, Intermediate Tax Free Bond Fund and
the Long Term Tax Free Bond Fund, 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 effective yield is calculated by compounding the unannualized base-period
return by: adding one to the base-period return, raising the sum to the 365/7th
power; and subtracting one from the result. The yield and effective yield do 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.

<PAGE>

With respect to the Prime Money Market Fund and the U.S. Treasury Money Market
Fund, the yield of Shares is based upon the seven days ending on the day of the
calculation, called the "base period." This yield is calculated by: determining
the net change in the value of a hypothetical account with a balance of one
Share at the beginning of the base period, with the net change excluding capital
changes but including the value of any additional Shares purchased with
dividends earned from the original one Share and all dividends declared on the
original and any purchased Shares; dividing the net change in the account's
value by the value of the account at the beginning of the base period to
determine the base period return; and multiplying the base period return by
365/7. The effective yield is calculated by compounding the unannualized
base-period return by: adding one to the base-period return, raising the sum to
the 365/7th power; and subtracting one from the result.

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 Funds; 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.

STOCK FUND:

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

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

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

SMALL COMPANY STOCK FUND:

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

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

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

o Standard & Poor's Small Stock Index is a broadly diversified,
unmanaged, index consisting of approximately 600 small capitalization
common stocks that can be used to compare to the total returns of
funds whose portfolios are invested primarily in small capitalization
common stocks.

LARGE CAP GROWTH FUND:

o Standard & Poor's Daily Stock Price Index of 500 Common Stocks (S&P
500), an unmanaged composite index of common stocks in industrial,
transportation, and financial and public utility companies, can be
used to gauge general market performance and to compare to the total
returns of funds whose portfolios are invested primarily in common
stocks. In addition, the S&P 500 assumes reinvestments of all
dividends paid by stocks listed on its index. Taxes due on any of
these distributions are not included, nor are brokerage or other
fees calculated in the Standard & Poor's figures.

U.S. GOVERNMENT SECURITIES FUND:

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

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

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

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

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

o Merrill Lynch Corporate & Government Master Index is an unmanaged
index comprised of approximately 4,821 issues which include
corporate debt obligations rated BBB or better and publicly issued,
non-convertible domestic debt of the U.S. government or any agency
thereof. These quality parameters are based on composites of ratings
assigned by Standard and Poor's Ratings Group and Moody's Investors
Service, Inc. Only notes and bonds with a minimum maturity of one
year are included.

o Merrill Lynch Domestic Master Index includes issues which must be in
the form of publicly placed, nonconvertible, coupon-bearing domestic
debt and must carry a term to maturity of at least one year. Par
amounts outstanding must be no less than $10 million at the start
and at the close of the performance measurement period. The Domestic
Master Index is a broader index than the Merrill Lynch Corporate and
Government Index and includes, for example, mortgage related
securities. The mortgage market is divided by agency, type of
mortgage and coupon and the amount outstanding in each
agency/type/coupon subdivision must be no less than $200 million at
the start and at the close of the performance measurement period.
Corporate instruments must be rated by S&P or by Moody's as
investment grade issues (i.e., BBB/Baa or better).

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 5 Year Index 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
1-9.99 years. As of January 1996 the index also includes zero coupon
bonds and bonds subject to the Alternative Minimum Tax.

LONG TERM TAX FREE BOND FUND:

o Lehman Brothers 10 Year Municipal Index 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 10 years or greater. As of January 1996 the index
also includes zero coupon bonds and bonds subject to the Alternative
Minimum Tax.

PRIME MONEY MARKET FUND:

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

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

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

U.S. TREASURY MONEY MARKET FUND:

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

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

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

FINANCIAL INFORMATION

The Financial Statements for the Stock Fund, Small Company Stock Fund, U.S.
Government Securities Fund, Prime Money Market Fund and the U.S. Treasury Money
Market Fund for the fiscal year ended April 30, 1999, are incorporated herein by
reference to the Annual Report to Shareholders of the Riggs Funds dated April
30, 1999.

<PAGE>

APPENDIX

Standard and Poor's Long-Term Debt Rating Definitions

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

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

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

BBB--Debt rated BBB is regarded as having an adequate capacity to pay interest
and repay principal. Whereas

CC--The rating CC typically is applied to debt subordinated to senior debt that
is assigned an actual or implied CCC debt rating.

C--The rating C typically is applied to debt subordinated to senior debt which
is assigned an actual or implied CCC debt rating. The C rating may be used to
cover a situation where a bankruptcy petition has been filed, but debt service
payments are continued.

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

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

A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

BAA--Bonds which are rated BAA are considered as medium-grade obligations,
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

BA--Bonds which are BA are judged to have speculative elements; their future
cannot be considered as well assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.

B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

CAA--Bonds which are rated CAA are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

CA--Bonds which are rated CA represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C--Bonds which are rated C are the lowest-rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

FITCH IBCA, INC. Long-Term Debt Rating Definitions

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

<PAGE>

AA--Bonds considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA
categories are not significantly vulnerable to foreseeable future developments,
short-term debt of these issuers is generally rated F-1+.

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

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

BB--Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified which could assist the
obligor in satisfying its debt service requirements.

B--Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.

CCC--Bonds have certain identifiable characteristics which, if not remedied, may
lead to default. The ability to meet obligations requires an advantageous
business and economic environment.

CC--Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C--Bonds are imminent default in payment of interest or principal.

Moody's Investors Service, Inc. Commercial Paper Ratings

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

Leading market positions in well-established industries;

High rates of return on funds employed;

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

Broad margins in earning coverage of fixed financial charges and high
internal cash generation; and

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

Prime-2--Issuers rated Prime-1 (or related supporting institutions) have a
strong capacity for repayment of short-term promissory obligations. This will
normally be evidenced by many of the characteristics cited above but to a lesser
degree. Earnings trends and coverage ratios, while sound, will be more subject
to variation. Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternate liquidity is maintained.

Standard and Poor's Commercial Paper Ratings

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

A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1. it normally exhibits adequate protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity to pay interest and repay principal for debt in this
category than in higher-rated categories.

BB--Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB rating.

<PAGE>

B--Debt rated B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB or BB-
rating.

CCC--Debt rated CCC has a currently identifiable vulnerability to default, and
is dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B- rating.

Fitch IBCA, Inc. Commercial Paper Rating Definitions
FITCH-1--(Highest Grade) Commercial paper assigned this rating is regarded as
having the strongest degree of assurance for timely payment.

FITCH-2--(Very Good Grade) Issues assigned this rating reflect an assurance of
timely payment only slightly less in degree than the strongest issues.

<PAGE>

ADDRESSES

riggs funds

Class R Shares, Class Y 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 Stock Fund, Small Company Stock Fund, U.S. Government
Securities Fund, Bond Fund, Intermediate Tax Free Bond Fund, Long Term Tax Free
Bond Fund, Prime Money Market Fund and the U.S.
Treasury Money Market 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 401 Cusip 76656A 807
Cusip 76656A 302 Cusip 76656A 799
Cusip 76656A 203 Cusip 76656A 880
Cusip 76656A 104 Cusip 76656A 500
Cusip 76656A 849 Cusip 76656A 773
Cusip 76656A 815 Cusip 76656A 872
Cusip 76656A 708 Cusip 76656A 864
Cusip 76656A 781 Cusip 76656A 856
Cusip 76656A 609