RIGGS FUNDS, 485APOS, 1999-08-13

RIGGS FUNDS
485APOS, 1999-08-13

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
---

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

Post-Effective Amendment No. 15 .......................... X
---- ---

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X

Amendment No. 15 ........................................... X
---- ---

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

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

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

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

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b) _ on ___________, _____
pursuant to paragraph (b)(1)(iii) __ 60 days after filing pursuant to paragraph
(a) (i)
on pursuant to paragraph (a) (i)
X 75 days after filing pursuant to paragraph (a)(ii)
on _________________ pursuant to paragraph (a)(ii) of Rule 485

If appropriate, check the following box:

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

Copies To:

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

Prospectus

RIGGS FUNDS

CLASS B SHARES
Riggs Large Cap Growth Fund
Riggs Style Managed Stock Fund

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

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

october ____, 1999

<PAGE>

FUND GOALS, STRATEGIES, PERFORMANCE AND RISK

Riggs Funds offer ten portfolios, including four equity funds, four
income fund and two money market funds. This prospectus relates to the two of
the Riggs Funds: Large Cap Growth Fund and Riggs Style Managed Stock Fund. The
following describes the investment goals, strategies, and principal risks of
each Fund. There can be no assurance that a Fund will achieve its goal.

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

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 equity securities, primarily common stocks, of the
largest growth companies traded in the U.S. stock markets. To identify these
companies, the investment adviser will examine the expected price to earnings
ratio, price to book ratio and estimated earnings growth and categorize each
stock as growth or value. The adviser will then pick the largest growth stocks
based on market capitalization.

riggs style managed Stock fund

Goal: Seeks to provide capital appreciation.

Strategy: The Fund pursues its investment objective by investing at
least 65% of its assets in common stocks of large, medium and small
capitalization companies which are either listed on the New York or American
Stock Exchange or trade in the over-the-counter markets, and which the
investment adviser has identified as having superior appreciation potential.
Factors such as product position, market share and potential earnings growth
will be considered by the investment adviser.

The Fund is managed to take advantage of trends in the stock market that favor
different styles of stock selection (value or growth) and different sizes of
companies (large, medium and small capitalization). The value style seeks stocks
that, in the opinion of the adviser, are undervalued and are or will be worth
more than their current price. The growth style seeks stocks with high earnings
growth rates which, in the opinion of the adviser, will lead to appreciation in
stock price.

<PAGE>

WHAT ARE THE FUND'S FEES AND EXPENSES?

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

Shareholder Fees Large Cap Style Managed
Growth Fund Stock Fund
Fees Paid Directly From Your Investment
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 5.00% 5.00%
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 [Reimbursements/Waivers])(1)
Expenses That are Deducted From Fund Assets (as a percentage of average net
assets)
Management Fee 0.80% 0.80%
Distribution (12b-1) Fee 0.75% 0.75%
Shareholder Services Fee 0.25% 0.25%
Other Expenses 0.59% 0.27%
Total Annual Fund Operating Expenses 2.39% 2.07%
</TABLE>

1 Although not contractually obligated to do so, the [adviser will
(waive/reimburse)] [adviser (waived/reimbursed)] [and] [distributor (will
reimburse/reimbursed)] certain amounts. These are shown below along with the
net expenses the Fund [actually paid] [expects to pay] for the fiscal year
ended [Insert FYE].
Total [Reimbursements/Waivers] of Fund Expenses % % Total Actual Annual Fund
Operating Expenses (after % % [reimbursements/waivers] )
2 [Insert Applicable footnote(s) as provided by State Street Bank.
.Class B Shares convert automatically to Class R Shares six years after
purchase.
Example
This Example is intended to help you compare the cost of investing in a Fund's
Class B Shares with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in a 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 a Fund's Class B
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 B Shares 1 Year 3 Years 5 Years 10
Years

Large Cap Growth Fund
Expenses assuming redemption $742 $1,045 $1,375 $2,726
Expenses assuming no redemption $242 $745 $1,275 $2,726
Style Managed Equity Fund
Expenses assuming redemption $710 $949 $1,214 $2,400
Expenses assuming no redemption $210 $649 $1,114 $2,400

<PAGE>

PRINCIPAL SECURITIES IN WHICH THE FUNDS INVEST

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

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 their assets in cash, cash items, and shorter-term, higher-quality
debt securities and similar obligations. They 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.

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

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

<PAGE>

Risks Related to Investing for Growth
o Due to their relatively high valuations, growth stocks are typically more
volatile than value stocks. For instance, the price of a growth stock may
experience a larger decline on a forecast of lower earnings, a negative
fundamental development, or an adverse market development. Further, growth
stocks may not pay dividends or may pay lower dividends than value stocks.
This means they depend more on price changes for returns and may be more
adversely affected in a down market compared to value stocks that pay
higher dividends.
Risks of Foreign Investing
o Foreign securities pose additional risks because foreign economic or
political conditions may be less favorable than those of the United States.
Securities in foreign markets may also be subject to taxation policies that
reduce returns for U.S.
investors.

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

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

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 specified in prospectus and SAI) it is processed at the next calculated
net asset value (NAV). The Funds do not charge a front-end sales charge. The NAV
for the Funds is determined at the end of regular trading (normally 4:00 p.m.
Washington, D.C. time) each day the NYSE is open. If a Fund purchases foreign
securities that trade in foreign markets on days the NYSE is closed, the value
of the Fund's assets may change on days you cannot purchase or redeem Shares.

The 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.

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

SALES CHARGE WHEN YOU REDEEM
Shareholders redeeming Class B Shares (and any Class R Shares of Riggs Prime
Money Market Fund acquired in exchange for Class B Shares) from the 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:

<PAGE>

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

You will not be charged a CDSC when redeeming Shares:

o purchased with reinvested dividends or capital gains;

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

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

o if 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.

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

o Shares that are not subject to a CDSC; and

o Shares held the longest .

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

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

HOW ARE THE FUNDS SOLD?

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

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

RULE 12B-1 PLAN
The 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 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 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.
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
Funds before 3:00 p.m. (Washington, D.C. time) in order for shares to be
purchased at that day's public offering price.

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.
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 Riggs Investment Corp.

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 Investment Corp. into federal funds. This is normally the
next business day.

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

THROUGH AN EXCHANGE
You may purchase Class 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)
Once you have opened an account, you may purchase additional Shares through a
depository institution that is an ACH member. This purchase option can be
established by completing the appropriate sections of the New Account Form.

Through RIGGS FUNDS ONLINE sm
You may purchase Fund shares via the Internet through Riggs Funds OnLine SM at
www.______________.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 B Shares (and any Class R Shares of Riggs Prime Money
Market Fund acquired in exchange for Class B Shares) at their net asset value,
less any applicable CDSC, next determined after Riggs Investment Corp. receives
the redemption request.

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

DIRECTLY FROM THE FUND

By Telephone You may redeem or exchange Shares by calling Riggs Investment
Corp. once you have completed the appropriate authorization form for telephone
transactions. Although Riggs Investment Corp. does not charge for telephone
redemptions, it reserves the right to charge a fee for the cost of
wire-transferred redemptions of less than $5,000, or in excess of one per month.

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

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

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

Send requests by private courier or overnight delivery service to:

Riggs Investment Corp.
808 17th Street, N.W. - 11th Floor
Washington, D.C. 20006

<PAGE>

All requests must include:
o Fund Name, Share Class and account number;

o amount to be redeemed or exchanged;

o signatures of all shareholders exactly as registered; and

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

Signature Guarantees Signatures must be guaranteed if:

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

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

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

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

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

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

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

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

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

o to allow your purchase to clear;

o during periods of market volatility; or

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

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

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

systematic withdrawal program
You may automatically redeem Shares in a minimum amount of $50 on a regular
basis. To be eligible to participate in this program, a shareholder must have an
account value of at least $10,000. A shareholder may apply for participation in
this program through Riggs Bank or an authorized broker or dealer. This program
may reduce, and eventually deplete, your account. Payments should not be
considered yield or income.

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

Orders for exchanges received by a Fund prior to 4:00 p.m. (Washington, D.C.
time) on any day that Fund is open for business will be executed as of the close
of business that day. Orders for exchanges received after 4:00 p.m. (Washington,
D.C. time) on any business day will be executed at the close of the next
business day.

To execute an order to exchange you must first:

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

o ensure that the account registrations are identical;

o meet any minimum initial investment requirements;

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

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

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

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

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

Systematic exchange program
Shareholders who desire to automatically exchange shares of a predetermined
amount on a monthly, quarterly or annual basis may take advantage of a
systematic exchange privilege. The minimum amount that may be exchanged is $50.
Shareholders interested in participating in this program should contact Riggs
Funds Shareholder Services.

ADDITIONAL CONDITIONS

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

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

ACCOUNT AND SHARE INFORMATION

Fund Transactions Through Riggs Funds OnLine SM.
If you have previously established an account with the Funds, and have signed an
OnLine SM Agreement, you may purchase shares through the Riggs Funds Internet
Site on the World Wide Web (http://www.____________.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 Fund account under the methods described in
the How to Purchase Shares section.

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

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

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

Minimum Maximum

Purchases $____ $_________

Redemptions By ACH: $___ By ACH: $________

By wire: $____ By wire: $_________

Exchanges $_______ $_________

Shares may be redeemed or exchanged based on either a dollar amount or number of
shares. If you are redeeming or exchanging based upon number of Fund shares, you
must redeem or exchange enough shares to meet the minimum dollar amounts
described above, but not so much as to exceed the maximum dollar amounts.

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
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.

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.

WHO MANAGES THE FUNDS?

The Board of Trustees governs the Funds. The Board selects and oversees the
Adviser, Riggs, 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.

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

The Adviser has delegated daily management of the Style Managed Stock Fund and
Large Cap Growth Fund to the following Sub-Advisers; Trend Capital Management
(with respect to Style Managed Stock Fund); and J. Bush Co. Incorporated (with
respect to Large Cap Growth Fund). These Sub-Advisers are paid by the Adviser
and not by the Funds. The Sub-Adviser's addresses are: Trend Capital Management,
11100 Wayzata Blvd, Minnetonka, MN 55305; and J. Bush & Co., 55 Whitney Avenue,
New Haven, CT 06510.

<PAGE>

The Funds' portfolio managers are:

Thomas Fox, the manager of the Style Managed Stock Fund, is the Founder,
President and Chief Investment Officer of Trend Capital Management. He is a
graduate of Bemidji State University (BA). He has 17 years of investment
experience in portfolio management and investment management consulting. His
business experience includes Portfolio Manager at Kiene Wooters & ALLA Corp. as
well as Portfolio and Consulting experience at Shearson Lehman Hutton.

Jason Seebachan, the manager of the Style Managed Stock Fund, is the Vice
President of Research for Trend Capital Management. He joined Trend Capital
Management in 1995. He is a graduate of the University of Minnesota and has a
B.S. degree in Mechanical Engineering. He has 10 years of experience in process
engineering for the manufacturing industry, and spent the past 4 years adapting
engineering techniques to financial applications.

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

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

Mary McDonnell Milman, the manager of the Large Cap Growth Fund, is Vice
President of Operations, and joined J. Bush & Co. in 1982. She is a graduate of
New York University's Stern School of Business and became a registered
representative in 1977 while working at Morgan Stanley. She is responsible for
J. Bush & Co. administration, including financial operations, computer systems,
regulatory reporting and trading. She was instrumental in the selection and
implementation of the information technology infrastructure for the firm. Mrs.
Milman is the Financial Operations Principal of J. Bush & Co.

Advisory Fees
The Adviser receives an annual investment advisory fee at an annual rate of up
to 0.80% of each Fund's average net assets. The Adviser may voluntarily waive a
portion of its fee or reimburse the Funds for certain operating expenses.

<PAGE>

Year 2000 Readiness
The "Year 2000" problem is the potential for computer errors or failures because
certain computer systems may be unable to interpret dates after December 31,
1999 or experience other date-related problems. The Year 2000 problem may cause
systems to process information incorrectly and could disrupt businesses, such as
the 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
The Funds' fiscal year end is April 30. As this is the Funds' first fiscal year,
financial information is not yet available.

<PAGE>

RIGGS FUNDS

CLASS B SHARES
Riggs Large Cap Growth Fund
Riggs Style Managed Stock Fund

A Statement of Additional Information (SAI) dated October ___, 1999, is
incorporated by reference into this prospectus. To obtain the SAI and other
information without charge, call your investment professional or contact Riggs
Funds Shareholder Services at (202) 835-5300 or outside the Washington, D.C.
metropolitan area toll-free at 1-800-934-3883.

You can obtain information about the Funds (including the SAI) by visiting or
writing the Public Reference Room of the Securities and Exchange Commission in
Washington, DC 20549-6009 or from the Commission's Internet site at
http://www.sec.gov. You can call 1-800-SEC-0330 for information on the Public
Reference Room's operations and copying charges.

Investment Company Act File No. 811-6309

Cusip 76656A___
Cusip 76656A___

Prospectus

RIGGS FUNDS

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

October ____, 1999

<PAGE>

FUND GOALS, STRATEGIES, PERFORMANCE AND RISK

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

riggs bond fund

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

Strategy: The Fund pursues its investment objective by investing at
least 65% of its assets in investment grade fixed income securities. The
investment adviser allocates the Fund's portfolio among business sectors, and
adjusts the credit quality and maturity of the portfolio by analyzing expected
changes in interest rates and corporate earnings. In selecting a portfolio
security, 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 Fund may invest up to 35% of its assets in
non-investment grade fixed income securities. Although the selection of
non-investment grade securities involves the same factors as investment grade
securities, the adviser gives greater emphasis to its analysis of the issuer.

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 in a
portfolio of investment grade tax exempt securities so that at least 80% of its
annual interest income is exempt from federal income tax, including federal
alternative minimum tax for individuals and corporations (AMT). The Fund will
maintain a dollar-weighted average duration of four years or less. The
investment adviser adjusts the portfolio's duration within the four-year
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.

riggs large cap growth fund

Goal: Seeks to provide capital appreciation.

<PAGE>

riggs long term tax free bond fund

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

Strategy: The Fund pursues its investment objective by investing in a
portfolio of investment grade tax exempt securities so that at least 80% of its
annual interest income is exempt from federal income tax, including federal
alternative minimum tax for individuals and corporations (AMT). The Fund will
invest primarily in long term securities. The Fund's dollar weighted average
duration will exceed four years. The investment adviser adjusts the portfolio's
duration 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 superior levels of after tax total return. 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.

riggs style managed Stock fund

Goal: Seeks to provide capital appreciation.

PRINCIPAL RISKS OF THE FUNDS
In addition to the risks set forth below that are specific to an investment in a
particular Fund, there are risks common to all mutual funds. For example, a
Fund's share price may decline and an investor could lose money. It is possible
to lose money by investing in any of the Riggs Funds. Also, there is no
assurance that a Fund will achieve its investment objective. The Shares offered
by this prospectus are not deposits or obligations of any bank including Riggs
Bank N.A., are not endorsed or guaranteed by the U.S. government, the Federal
Deposit Insurance Corporation, the Federal Reserve Board, or any other
government agency.

<PAGE>

- ------------------------------- -------------- ------------- ------------- -------------- -------------
Risks Bond Fund Intermediate Large Cap Long Term Style
Tax Free Growth Fund Tax Free Managed
Bond Fund Bond Fund Stock Fund
- ------------------------------- -------------- ------------- ------------- -------------- -------------
Stock Market Risks (1) o o
- ------------------------------- -------------- ------------- ------------- -------------- -------------
- ------------------------------- -------------- ------------- ------------- -------------- -------------
Liquidity Risks (2) o o o
- ------------------------------- -------------- ------------- ------------- -------------- -------------
- ------------------------------- -------------- ------------- ------------- -------------- -------------
Risks Related to Investing o
for Value (3)
- ------------------------------- -------------- ------------- ------------- -------------- -------------
- ------------------------------- -------------- ------------- ------------- -------------- -------------
Risks Related to Company Size o
(4)
- ------------------------------- -------------- ------------- ------------- -------------- -------------
- ------------------------------- -------------- ------------- ------------- -------------- -------------
Risks of Foreign Investing (5) o o
- ------------------------------- -------------- ------------- ------------- -------------- -------------
- ------------------------------- -------------- ------------- ------------- -------------- -------------
Credit Risks (6) o o o o
- ------------------------------- -------------- ------------- ------------- -------------- -------------
- ------------------------------- -------------- ------------- ------------- -------------- -------------
Interest Rate Risks (7) o o o
- ------------------------------- -------------- ------------- ------------- -------------- -------------
- ------------------------------- -------------- ------------- ------------- -------------- -------------
Call Risks(8) o o
- ------------------------------- -------------- ------------- ------------- -------------- -------------
- ------------------------------- -------------- ------------- ------------- -------------- -------------
Risks Associated with Non- o
Investment Grade Securities
(9)
- ------------------------------- -------------- ------------- ------------- -------------- -------------
- ------------------------------- -------------- ------------- ------------- -------------- -------------
Sector Risks (10) o o
- ------------------------------- -------------- ------------- ------------- -------------- -------------
- ------------------------------- -------------- ------------- ------------- -------------- -------------
Risks Related to Investing o o
for Growth (11)
- ------------------------------- -------------- ------------- ------------- -------------- -------------
- ------------------------------- -------------- ------------- ------------- -------------- -------------
Leverage Risks (12) o
- ------------------------------- -------------- ------------- ------------- -------------- -------------
- ------------------------------- -------------- ------------- ------------- -------------- -------------
Tax Risks (13) o o
- ------------------------------- -------------- ------------- ------------- -------------- -------------
</TABLE>

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

<PAGE>

WHAT ARE THE FUND'S FEES AND EXPENSES?

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

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

Annual Fund Operating Expenses (Before [Reimbursements/Waivers])(1)
Expenses That are Deducted From Fund Assets (as a percentage of average net
assets)
Management Fee 0.75%% 0.75% 0.80% 0.75% 0.80%
Distribution (12b-1) Fee 0.25% 0.25% 0.25% 0.25% 0.25%
Shareholder Services Fee 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses 0.43% 0.34% 0.59% 0.34% 0.27%
Total Annual Fund Operating Expenses 1.73% 1.64% 1.89% 1.64% 1.57%
1 Although not contractually obligated to do so, the [adviser will (waive/reimburse)] [adviser
(waived/reimbursed)] [and] [distributor (will reimburse/reimbursed)] certain
amounts. These are shown below along with the net expenses the Fund [actually
paid] [expects to pay] for the fiscal year ended [Insert FYE].
Total [Reimbursements/Waivers] of Fund Expenses % % % % %
Total Actual Annual Fund Operating Expenses (after % % % % %
[reimbursements/waivers] )
2 [Insert Applicable footnote(s) as provided by State Street Bank.

</TABLE>

Example
This Example is intended to help you compare the cost of investing in a Fund's
Class R Shares with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in a Fund's Class R Shares for the
time periods indicated and then redeem all of your Shares at the end of those
periods. Expenses assuming no redemption are also shown. The Example also
assumes that your investment has a 5% return each year and that a Fund's Class R
Shares operating expenses are before waivers as estimated in the table and
remain the same. Although your actual costs may be higher or lower, based on
these assumptions your costs would be: Class R Shares 1 Year 3 Years
Bond Fund
Expenses assuming redemption $376 $745
Expenses assuming no redemption $176 $545
Intermediate Tax Free Bond Fund
Expenses assuming redemption $367 $717
Expenses assuming no redemption $167 $517
Large Cap Growth Fund
Expenses assuming redemption $392 $794
Expenses assuming no redemption $192 $594
Long Term Tax Free Bond Fund
Expenses assuming redemption $367 $717
Expenses assuming no redemption $167 $517
Style Managed Equity Fund
Expenses assuming redemption $360 $696
Expenses assuming no redemption $160 $496

PRINCIPAL SECURITIES IN WHICH THE FUNDS INVEST
Equity Securities
The equity securities held by Large Cap Growth Fund and Style Managed Stock Fund
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 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. 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. In addition to Large Cap Growth Fund, Style Managed Equity Fund and
Bond Fund may invest in redeemable preferred stock and will treat such
redeemable preferred stock as a fixed income security.
Fixed Income Securities
Bond Fund, Intermediate Tax Free Bond Fund and Long Term Tax Free Bond Fund
invest principally in 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.
Corporate Debt Securities
Bond Fund may invest in 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.
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.

<PAGE>

Municipal Securities
Bond Fund may invest in 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. Inverse
Floaters Long Term Tax Free Bond Fund may invest in inverse floaters. An
inverse floater has a floating or variable interest rate that moves in the
opposite direction of market interest rates. When market interest rates go
up, the interest rates paid on the inverse floater goes down; when market
interest goes down, the interest rate paid on inverse floater goes up.
Inverse floaters generally respond more rapidly to market interest rate
changes than fixed rate, tax exempt securities. Inverse floaters are
subject to interest rate risks and leverage risks. Zero Coupon Securities
Bond Fund and Long Term Tax Free Bond Fund may invest in zero coupon
securities. Zero coupon securities do not pay interest or principal until
final maturity unlike debt securities that provide periodic payments of
interest (referred to as a coupon payment). Investors buy zero coupon
securities at a price below the amount payable at maturity. The difference
between the purchase price and the amount paid at maturity represents
interest on the zero coupon security. Investors must wait until maturity to
receive interest and principal, which increases the market and credit risks
of a zero coupon security. Credit Enhancement Credit enhancement consists
of an arrangement in which a company agrees to pay amounts due on a fixed
income security if the issuer defaults. In some cases the company providing
credit enhancement makes all payments directly to the security holders and
receives reimbursement from the issuer. Normally, the credit enhancer has
greater financial resources and liquidity than the issuer. For this reason,
the Adviser usually evaluates the credit risk of a fixed income security
based solely upon its credit enhancement.
Tax Exempt Securities
Intermediate Tax Free Bond Fund and Long Term Tax Free Bond Fund invest
primarily in 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.

<PAGE>

Private Activity Bonds
Private activity bonds are special revenue bonds used to finance private
entities. For example, a municipality may issue bonds to finance a new factory
to improve its local economy. The municipality would lend the proceeds from its
bonds to the company using the factory, and the company would agree to make loan
payments sufficient to repay the bonds. The bonds would be payable solely from
the company's loan payments, not from any other revenues of the municipality.
Therefore, any default on the loan normally would result in a default on the
bonds. The interest on many types of private activity bonds is subject to the
federal alternative minimum tax (AMT). The Fund may invest in bonds subject to
AMT. Tax Increment Financing Bonds Tax increment financing (TIF) bonds are
payable from increases in taxes or other revenues attributable to projects
financed by the bonds. For example, a municipality may issue TIF bonds to
redevelop a commercial area. The TIF bonds would be payable solely from any
increase in sales taxes collected from merchants in the area. The bonds could
default if merchants' sales, and related tax collections, failed to increase as
anticipated. Municipal Notes Municipal notes are short-term tax exempt
securities. Many municipalities issue such notes to fund their current
operations before collecting taxes or other municipal revenues. Municipalities
may also issue notes to fund capital projects prior to issuing long-term bonds.
The issuers typically repay the notes at the end of their fiscal year, either
with taxes, other revenues or proceeds from newly issued notes or bonds.
Variable Rate Demand Instruments Variable rate demand instruments are tax exempt
securities that require the issuer or a third party, such as a dealer or bank,
to repurchase the security for its face value upon demand. The securities also
pay interest at a variable rate intended to cause the securities to trade at
their face value. The Fund treats demand instruments as short-term securities,
because their variable interest rate adjusts in response to changes in market
rates, even though their stated maturity may extend beyond thirteen months.
Municipal Leases Municipalities may enter into leases for equipment or
facilities. In order to comply with state public financing laws, these leases
are typically subject to annual appropriation. In other words, a municipality
may end a lease, without penalty, by not providing for the lease payments in its
annual budget. After the lease ends, the lessor can resell the equipment or
facility but may lose money on the sale. The Fund may invest in securities
supported by pools of municipal leases. The most common type of lease backed
securities are certificates of participation (COPs). However, the Fund may also
invest directly in individual leases. Foreign Securities Foreign securities are
securities of issuers based outside the United States. The Fund considers an
issuer to be based outside the United States if: o it is organized under the
laws of, or has a principal office located in, another country; o the principal
trading market for its securities is in another country; or o it (or its
subsidiaries) derived in its most current fiscal year at least 50% of its total
assets, capitalization, gross
revenue or profit from goods produced, services performed, or sales made in
another country.
Foreign securities are primarily denominated in foreign currencies. Along with
the risks normally associated with domestic securities of the same type, foreign
securities are subject to currency risks and risks of foreign investing. Trading
in certain foreign markets is also subject to liquidity risks.
Depositary Receipts
Large Cap Growth Fund and Style Managed Stock Fund may invest in American
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 currency risks and risks of foreign investing.
Special Transactions
Repurchase Agreements
Repurchase agreements are transactions in which the Fund buys a security from a
dealer or bank and agrees to sell the security back at a mutually agreed upon
time and price. The repurchase price exceeds the sale price, reflecting the
Fund's return on the transaction. This return is unrelated to the interest rate
on the underlying security. The Fund will enter into repurchase agreements only
with banks and other recognized financial institutions, such as securities
dealers, deemed creditworthy by the Adviser. The Fund's custodian or
subcustodian will take possession of the securities subject to repurchase
agreements. The Adviser or subcustodian will monitor the value of the underlying
security each day to ensure that the value of the security always equals or
exceeds the repurchase price. Repurchase agreements are subject to credit risks.
Delayed Delivery Transactions Large Cap Growth Fund and Style Managed Stock Fund
may invest in American Depositary Receipts. Delayed delivery transactions,
including when issued transactions, are arrangements in which the Fund buys
securities for a set price, with payment and delivery of the securities
scheduled for a future time. During the period between purchase and settlement,
no payment is made by the Fund to the issuer and no interest accrues to the
Fund. The Fund records the transaction when it agrees to buy the securities and
reflects their value in determining the price of its shares. Settlement dates
may be a month or more after entering into these transactions so that the market
values of the securities bought may vary from the purchase prices. Therefore,
delayed delivery transactions create interest rate risks for the Fund. Delayed
delivery transactions also involve credit risks in the event of a counterparty
default.

Investment Ratings for Investment Grade 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 investment
grade securities (AAA, AA, A, and BBB) 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 investment grade.

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 their assets in cash and shorter-term, higher-quality debt securities
and similar obligations. They 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.

Liquidity Risks
o Trading opportunities are more limited for fixed income securities that
have not received any credit ratings, have received ratings below
investment grade or are not widely held.
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, the Fund may
have to accept a lower price to sell a security, sell other securities to
raise cash or give up an investment opportunity, any of which could have a
negative effect on the Fund's performance. Infrequent trading of securities
may also lead to an increase in their price volatility.
o Liquidity risk also refers to the possibility that the Fund may not be able
to sell a security when it wants to. If this happens, the Fund will be
required to continue to hold the security or keep the position open, and
the Fund could incur losses.
Risks Related to Investing for Value
o 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 Investing for Growth
o Due to their relatively high valuations, growth stocks are typically more
volatile than value stocks. For instance, the price of a growth stock may
experience a larger decline on a forecast of lower earnings, a negative
fundamental development, or an adverse market development. Further, growth
stocks may not pay dividends or may pay lower dividends than value stocks.
This means they depend more on price changes for returns and may be more
adversely affected in a down market compared to value stocks that pay
higher dividends.
Risks Related to Company Size
o 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.

o 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.

<PAGE>

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

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

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

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

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

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

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

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

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

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

<PAGE>

Leverage Risks
o Leverage risk is created when an investment exposes the Fund to a level of
risk that exceeds the amount invested. Changes in the value of such an
investment magnify the Fund's risk of loss and potential for gain.
o Investments can have these same results if their returns are based on a
multiple of a specified index, security, or other benchmark.
Sector Risks
o A substantial part of the Fund's portfolio may be comprised of securities
issued or credit enhanced by companies in similar businesses or with other
similar characteristics. As a result, the Fund will be more susceptible to
any economic, business, political, or other developments which generally
affect these issuers.
Risks Associated with Noninvestment Grade Securities
o 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
o Call risk is the possibility that an issuer may redeem a fixed income
security before maturity (a call) at a price below its current market
price. An increase in the likelihood of a call may reduce the security's
price.
o If a fixed income security is called, the Fund may have to reinvest the
proceeds in other fixed income securities with lower interest rates, higher
credit risks, or other less favorable characteristics.

WHAT DO SHARES COST?

You can purchase, redeem, or exchange Shares any day the New York Stock Exchange
(NYSE) is open. When a Fund receives your transaction request in proper form (as
specified in prospectus and SAI) it is processed at the next calculated net
asset value (NAV) The Funds do not charge a front-end sales charge. The NAV for
the Funds is determined at the end of regular trading (normally 4:00 p.m.
Washington, D.C. time) each day the NYSE is open. If a Fund purchases foreign
securities that trade in foreign markets on days the NYSE is closed, the value
of the Fund's assets may change on days you cannot purchase or redeem Shares.

Except as set forth below, the minimum initial investment in each Fund is $1,000
[$500 for an Individual Retirement Account ("IRA")]. Subsequent investments must
be in amounts of at least $100 ($50 for an IRA). An investor's minimum
investment will be calculated by combining all mutual fund accounts it maintains
in the Riggs Funds.

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

<PAGE>

You will not be charged a CDSC when redeeming Shares:

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

o purchased with reinvested dividends or capital gains;

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

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

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

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

In addition, you will not be charged a CDSC:

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

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

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

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

o Shares that are not subject to a CDSC; and

o Shares held the longest .

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

HOW ARE THE FUNDS SOLD?

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

The Funds' Distributor, Federated Securities Corp. (Distributor) markets the
Shares described in this prospectus.

Class R Shares of the Funds are sold primarily to retail and trust customers of
Riggs Bank through Riggs Bank and its affiliates.

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

HOW TO PURCHASE SHARES

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

THROUGH riggs investment corp.

To place an order to purchase shares of a Fund, an investor may write to or call
Riggs Investment Corp. at (202) 835-5300 or outside the Washington, D.C.
metropolitan area toll-free at 1-800-934-3883. Representatives are available
from 8:30 a.m. to 5:00 p.m. (Washington, D.C. time). Payment may be made either
by mail or federal funds or by debiting a customer's account at Riggs Bank. With
respect to the Funds, purchase orders must be received by Riggs Investment Corp.
before 4:00 p.m. (Washington, D.C. time). Payment is normally required on the
next business day.

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

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

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

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

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

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

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

RETIREMENT INVESTMENTS

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

HOW TO REDEEM AND EXCHANGE SHARES

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

DIRECTLY FROM THE FUND

By Telephone
You may redeem or exchange Shares by calling Riggs Investment Corp. An
authorization form permitting a Fund to accept telephone redemption requests
must first be completed. Although Riggs Investment Corp. does not charge for
telephone redemptions, it reserves the right to charge a fee for the cost of
wire-transferred redemptions of less than $5,000, or in excess of one per month.

With respect to the Funds, if you call before the end of regular trading on the
NYSE (normally 4:00 p.m. Washington, D.C. time) you will receive a redemption
amount based on that day's NAV.

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

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

Riggs Investment Corp.
808 17th Street, N.W. - 11th Floor
Washington, D.C. 20006

<PAGE>

All requests must include:

o Fund Name, Share Class and account number;

o amount to be redeemed or exchanged;

o signatures of all shareholders exactly as registered; and

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

Signature Guarantees Signatures must be guaranteed if:

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

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

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

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

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

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

o to allow your purchase to clear;

o during periods of market volatility; or

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

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

<PAGE>

systematic withdrawal program
You may automatically redeem Shares in a minimum amount of $50 on a regular
basis. To be eligible to participate in this program, a shareholder must have an
account value of at least $10,000. A shareholder may apply for participation in
this program through Riggs Investment Corp., Riggs Bank or an authorized broker
or dealer. This program may reduce, and eventually deplete, your account.
Payments should not be considered yield or income.

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

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

To execute an order to exchange you must first:

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

o ensure that the account registrations are identical;

o meet any minimum initial investment requirements;

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

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

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

ADDITIONAL CONDITIONS

ACCOUNT AND SHARE INFORMATION

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

Minimum Maximum

Purchases $____ $_________

Redemptions By ACH: $___ By ACH: $________

By wire: $____ By wire: $_________

Exchanges $_______ $_________

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.

DIVIDENDS AND CAPITAL GAINS
With respect to the Bond Fund, Intermediate Tax Free Bond Fund and Long Term Tax
Free Bond Fund, dividends are declared daily and paid monthly. Unless
shareholders request cash payments by so indicating on the account application
or by writing to one of these Funds, dividends are automatically reinvested in
additional shares of the respective Fund on payment dates at net asset value on
the ex-dividend date without a sales charge.

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

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

<PAGE>

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.

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 $______
billion. Riggs Bank, N.A. has a varied client base of over _____ other
relationships including corporate, union and public pension plans, foundations,
endowments and associations.

The Bond Fund, Intermediate Tax Free Bond Fund and Long Term Tax Free Bond Fund
are managed by the Adviser. The Adviser has delegated daily management of the
Style Managed Stock Fund and Large Cap Growth Fund to the following
Sub-Advisers: Trend Capital Management (with respect to Style Managed Stock
Fund); and J. Bush Co. Incorporated (with respect to Large Cap Growth Fund).
These Sub-Advisers are paid by the Adviser and not by the Funds. The
Sub-Adviser's addresses are: Trend Capital Management, 950 Interchange Tower,
600 South Highway 169, Minneapolis, MN 55426; J. Bush & Co., 55 Whitney Avenue,
New Haven, CT 06510.

The Funds' portfolio managers are:

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.

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.

The Adviser receives an annual investment advisory fee at annual rates equal to
percentages of the relevant Fund's average net assets as follows: Bond Fund,
Intermediate Tax Free Bond Fund and Long Term Tax Free Bond Fund - 0.75%; and
Large Cap Growth Fund and Style Managed Equity Fund - 0.80%. The Adviser may
voluntarily waive a portion of its fee or reimburse the Funds for certain
operating expenses.

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: Bond Fund,
Intermediate Tax Free Bond Fund and Long Term Tax Free Bond Fund - 0.75%; and
Large Cap Growth Fund and Style Managed Stock Fund - 0.80%. The Adviser may
voluntarily waive a portion of its fee or reimburse the Funds for certain
operating expenses.

<PAGE>

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

FINANCIAL INFORMATION

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

<PAGE>

RIGGS FUNDS

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

A Statement of Additional Information (SAI) dated October ___, 1999, is
incorporated by reference into this prospectus. To obtain the SAI and other
information without charge, call your investment professional or Riggs Funds
Shareholder Services at (202) 835-5300 or outside the Washington, D.C.
metropolitan area toll-free at 1-800-934-3883.

Investment Company Act File No. 811-6309

Cusip 76656A ___
Cusip 76656A____
Cusip 76656A ___
Cusip 76656A___
Cusip 76656A____

Riggs Funds
Riggs Bond Fund
Class R Shares

Riggs Intermediate Tax Free Bond Fund
Class R Shares

Riggs Large Cap Growth Fund
Class R Shares
Class B Shares

Riggs Long Term Tax Free Bond Fund
Class R Shares

Riggs Style Managed Stock Fund
Class R Shares
Class B Shares

Statement of Additional Information
October __, 1999

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

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

CONTENTS

How Are the Funds Organized?............................2
Securities in Which the Funds Invest....................2
What do Shares Cost?....................................16
How Are the Funds Sold?.................................16
Redemption in Kind......................................17
Subaccounting Services..................................17
Massachusetts Partnership Law...........................18
Account and Share Information...........................18
Tax Information.........................................18
Who Manages and Provides Services to the Funds..........19
Fees Paid by the Funds for Services.....................24
How do the Funds Measure Performance?...................25
Addresses...............................................30

Federated Securities Corp., Distributor,
subsidiary of Federated Investors, Inc.
_________________(10/99)

<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 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 two classes of Shares. The Funds'
investment adviser is Riggs Bank, N.A. (Adviser).

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

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

<PAGE>

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

</TABLE>

<PAGE>

SECURITIES DESCRIPTIONS AND TECHNIQUES
Equity Securities
Equity securities represent a share of an issuer's earnings and assets, after
the issuer pays its liabilities. The Funds cannot predict the income it will
receive from equity securities because issuers generally have discretion as to
the payment of any dividends or distributions. However, equity securities offer
greater potential for appreciation than many other types of securities, because
their value increases directly with the value of the issuer's business. The
following describes the types of equity securities in which the Funds invest.
Common Stocks
Common stocks are the most prevalent type of equity security. Common stocks
receive the issuer's earnings after the issuer pays its creditors and any
preferred stockholders. As a result, changes in an issuer's earnings
directly influence the value of its common stock. Preferred Stocks
Preferred stocks have the right to receive specified dividends or
distributions before the issuer makes payments on its common stock. Some
preferred stocks also participate in dividends and distributions paid on
common stock. Preferred stocks may also permit the issuer to redeem the
stock. A Fund may treat such redeemable preferred stock as a fixed income
security. Real Estate Investment Trusts (REITs) REITs are real estate
investment trusts that lease, operate and finance commercial real estate.
REITs are exempt from federal corporate income tax if they limit their
operations and distribute most of their income. Such tax requirements limit
a REIT's ability to respond to changes in the commercial real estate
market. Warrants Warrants give a Fund the option to buy the issuer's equity
securities at a specified price (the exercise price) at a specified future
date (the expiration date). A Fund may buy the designated securities by
paying the exercise price before the expiration date. Warrants may become
worthless if the price of the stock does not rise above the exercise price
by the expiration date. This increases the market risks of warrants as
compared to the underlying security. Rights are the same as warrants,
except companies typically issue rights to existing stockholders.

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 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
Municipal securities are issued by states, counties, cities and other
political subdivisions and authorities. Although many municipal securities
are exempt from federal income tax, the Fund may invest in taxable
municipal securities. Mortgage Backed Securities Mortgage backed securities
represent interests in pools of mortgages. The mortgages that comprise a
pool normally have similar interest rates, maturities and other terms.
Mortgages may have fixed or adjustable interest rates. Interests in pools
of
adjustable rate mortgages are known as ARMs.
Mortgage backed securities come in a variety of forms. Many have extremely
complicated terms. The simplest form of mortgage backed securities are
pass-through certificates. An issuer of pass-through certificates gathers
monthly payments from an underlying pool of mortgages. Then, the issuer
deducts its fees and expenses and passes the balance of the payments onto
the certificate holders once a month. Holders of pass-through certificates
receive a pro rata share of all payments and pre-payments from the
underlying mortgages. As a result, the holders assume all the prepayment
risks of the underlying mortgages.
Collateralized Mortgage Obligations (CMOs)
CMOs, including interests in real estate mortgage investment conduits
(REMICs), allocate payments and prepayments from an underlying
pass-through certificate among holders of different classes of mortgage
backed securities. This creates different prepayment and interest rate
risks for each CMO class.

Sequential CMOs
In a sequential pay CMO, one class of CMOs receives all principal
payments and prepayments. The next class of CMOs receives all
principal payments after the first class is paid off. This process
repeats for each sequential class of CMO. As a result, each class
of sequential pay CMOs reduces the prepayment risks of subsequent
classes. PACs, TACs and Companion Classes More sophisticated CMOs
include planned amortization classes (PACs) and targeted
amortization classes (TACs). PACs and TACs are issued with
companion classes. PACs and TACs receive principal payments and
prepayments at a specified rate. The companion classes receive
principal payments and prepayments in excess of the specified
rate. In addition, PACs will receive the companion classes' share
of principal payments, if necessary, to cover a shortfall in the
prepayment rate. This helps PACs and TACs to control prepayment
risks by increasing the risks to their companion classes. IOs and
POs CMOs may allocate interest payments to one class (Interest
Only or IOs) and principal payments to another class (Principal
Only or POs). POs increase in value when prepayment rates
increase. In contrast, IOs decrease in value when prepayments
increase, because the underlying mortgages generate less interest
payments. However, IOs tend to increase in value when interest
rates rise (and prepayments decrease), making IOs a useful hedge
against interest rate risks. Floaters and Inverse Floaters Another
variant allocates interest payments between two classes of CMOs.
One class (Floaters) receives a share of interest payments based
upon a market index such as 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.
Common types of credit enhancement include guarantees, letters of credit, bond
insurance and surety bonds. Credit enhancement also includes arrangements where
securities or other liquid assets secure payment of a fixed income security. If
a default occurs, these assets may be sold and the proceeds paid to security's
holders. Either form of credit enhancement reduces credit risks by providing
another source of payment for a fixed income security.

Convertible Securities
Convertible securities are fixed income securities that the Fund has the option
to exchange for equity securities at a specified conversion price. The option
allows the Fund to realize additional returns if the market price of the equity
securities exceeds the conversion price. For example, the Fund may hold fixed
income securities that are convertible into shares of common stock at a
conversion price of $10 per share. If the market value of the shares of common
stock reached $12, the Fund could realize an additional $2 per share by
converting its fixed income securities. Convertible securities have lower yields
than comparable fixed income securities. In addition, at the time a convertible
security is issued the conversion price exceeds the market value of the
underlying equity securities. Thus, convertible securities may provide lower
returns than non-convertible fixed income securities or equity securities
depending upon changes in the price of the underlying equity securities.
However, convertible securities permit the Fund to realize some of the potential
appreciation of the underlying equity securities with less risk of losing its
initial investment, but the value of the convertible security may also be
adversely affected by the source of the potential depreciation of the equity
security. The Fund treats convertible securities as both fixed income and equity
securities for purposes of its investment policies and limitations, because of
their unique characteristics.

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.

<PAGE>

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.
The Fund considers an issuer to be based outside the United States if: o it is
organized under the laws of, or has a principal office located in, another
country; o the principal trading market for its securities is in another
country; or o it (or its subsidiaries) derived in its most current fiscal year
at least 50% of its total assets, capitalization, gross
revenue or profit from goods produced, services performed, or sales made in
another country.
The foreign securities in which the Funds invest 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. The
Funds may buy/sell the following types of futures contracts: Financial
Futures and Stock Index Futures.

<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
Funds 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 Funds may
also write call options to generate income from premiums, and in
anticipation of a decrease or only limited increase in the value of the
underlying asset. If a call written by a Fund is exercised, the Fund
foregoes any possible profit from an increase in the market price of the
underlying asset over the exercise price plus the premium received. When a
Fund writes options on futures contracts, it will be subject to margin
requirements similar to those applied to futures contracts.
Special Transactions
Repurchase Agreements
Repurchase agreements are transactions in which a Fund buys a security from
a dealer or bank and agree 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. The Funds' custodian or subcustodian will take possession of the
securities subject to repurchase agreements. The Adviser or subcustodian
will monitor the value of the underlying security each day to ensure that
the value of the security always equals or exceeds the repurchase price.
Repurchase agreements are subject to counterparty risks. Reverse Repurchase
Agreements Reverse repurchase agreements are repurchase agreements in which
a Fund is the seller (rather than the buyer) of the securities, and agrees
to repurchase them at an agreed upon time and price. A reverse repurchase
agreement may be viewed as a type of borrowing by a Fund. Reverse
repurchase agreements are subject to credit risks. In addition, reverse
repurchase agreements create leverage risks because a Fund must repurchase
the underlying security at a higher price, regardless of the market value
of the security at the time of repurchase.

<PAGE>

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. The 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 the 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 the Fund to miss favorable trading
opportunities or to realize losses on derivative contracts or special
transactions.

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

Investment Ratings
An NRSRO's highest rating category is determined without regard for
sub-categories and gradations. For example, securities rated A-1 or A-1+ by
Standard & Poor's ("S&P"), Prime-1 by Moody's Investors Service, Inc.
("Moody's"), or F-1+ or F-1 by Fitch IBCA, Inc.
("Fitch"), are all considered rated in the highest short-term rating category.

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

<PAGE>

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.

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 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 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
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, the Fund may
have to accept a lower price to sell a security, sell other securities to
raise cash or give up an investment opportunity, any of which could have a
negative effect on the Fund's performance. Infrequent trading of securities
may also lead to an increase in their price volatility.
o Liquidity risk also refers to the possibility that the Fund may not be able
to sell a security when it wants to. If this happens, the Fund will be
required to continue to hold the security or keep the position open, and
the Fund could incur losses.
Leverage Risks
Leverage risk is created when an investment exposes the Funds 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. 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 the Fund's portfolio may be comprised of securities issued
or credit enhanced by companies in similar businesses, or with other similar
characteristics. As a result, the Fund will be more susceptible to any economic,
business, political, or other developments which generally affect these issuers.
Risks Associated with Noninvestment Grade Securities Securities rated below
investment grade, also known as junk bonds, generally entail greater market,
credit and liquidity risks than investment grade securities. For example, their
prices are more volatile, economic downturns and financial setbacks may affect
their prices more negatively, and their trading market may be more limited. Call
Risks Call risk is the possibility that an issuer may redeem a fixed income
security before maturity (a call) at a price below its current market price. An
increase in the likelihood of a call may reduce the security's price. If a fixed
income security is called, the Fund may have to reinvest the proceeds in other
fixed income securities with lower interest rates, higher credit risks, or other
less favorable characteristics.

INVESTMENT LIMITATIONS

Issuing Senior Securities and Borrowing Money
The Funds may borrow money, directly or indirectly, and issue senior
securities to the maximum extent permitted under the 1940 Act.

Lending Cash or Securities
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 of Investments
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 of Investments
The Funds will not make investments that will result in the concentration of
their investments in the securities of issuers primarily engaged in the same
industry. Government securities, municipal securities and bank instruments
will not be deemed to constitute an industry.

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

The above limitations cannot be changed 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 Government Fund, Small Company Fund and Stock 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 Fund and Treasury 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.

Investing in Illiquid Securities
The U.S. Government Securities Fund, Stock Fund, Small Company Stock 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 U.S. Government Securities Fund, Stock Fund, and Small
Company Stock Fund, and 10% of the net assets of the Prime Money Market Fund.

Investing in Securities of Other Investment Companies
The Funds may invest their assets in the securities of other investment
companies.

Except with respect to the Funds' policy of borrowing money, if a percentage
limitation is adhered to at the time of investment, a later increase or decrease
in percentage resulting from any change in value or net assets will not result
in a violation of such restriction.

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

DETERMINING MARKET VALUE OF SECURITIES

With respect to the Funds, 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 bonds and other fixed income securities, at the last sale price on
a national securities exchange, if available, otherwise, as determined by an
independent pricing service;

<PAGE>

futures contracts and options are 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 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
70 1/2;

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

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

In addition, you will not be charged a CDSC:

o on shares 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 reserves 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 the Trust have
equal voting rights, except that in matters affecting only a particular Fund
class are entitled to vote.

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

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

TAX INFORMATION

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

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

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

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 five funds.

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

An asterisk (*) denotes a Trustee who is deemed to be an interested person as
defined in the Investment Company Act of 1940. The following symbol (#) denotes
a Member of the Board's Executive Committee, which handles the Board's
responsibilities between its meetings.

<PAGE>

Name Aggregate
Birth Date Compensation
Address From Trust
Position With Trust Principal Occupations
for Past Five Years
John F. Donahue*+ Chief Executive Officer and Director or Trustee of the $0
Birth Date: July 28, 1924 Federated Fund Complex; Chairman and Director,
Federated Investors Tower Federated Investors, Inc.; Chairman and Trustee,
1001 Liberty Avenue Federated Investment Management Company; Chairman and
Pittsburgh, PA Director, Federated Investment Counseling, and
CHAIRMAN and TRUSTEE Federated Global Investment Management Corp.; Chairman,
Passport Research, Ltd.
Thomas G. Bigley Director or Trustee of the Federated Fund Complex; $1412.26
Birth Date: February 3, 1934 Director, Member of Executive Committee, Children's
15 Old Timber Trail Hospital of Pittsburgh; formerly: Senior Partner, Ernst
Pittsburgh, PA & Young LLP; Director, MED 3000 Group, Inc.; Director,
TRUSTEE 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/IPC 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 Funds; $0
Birth Date: March 5, 1943 Chairman, President and Chief Executive Officer,
353 El Brillo Way Cunningham & Co., Inc. ; Trustee Associate, Boston
Palm Beach, FL College; Director, EMC Corporation; formerly: Director,
TRUSTEE Redgate Communications.

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.

Charles F. Mansfield, Jr. Director or Trustee of some of the Federated Funds; $0
Birth Date: April 10, 1945 Management Consultant.
80 South Road
Westhampton Beach, NY Previous Positions: Chief Executive Officer, PBTC
TRUSTEE International Bank; 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.
President, Duquesne University
Pittsburgh, PA Previous Positions: Dean and Professor of Law,
TRUSTEE 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; business owner.
John S. Walsh Director or Trustee of some of the Federated Funds; $339.20
Birth Date: November 28, 1957 President and Director, Heat Wagon, Inc.; President and
2007 Sherwood Drive Director, Manufacturers Products, Inc.; President,
Valparaiso, IN Portable Heater Parts, a division of Manufacturers
TRUSTEE Products, Inc.; Director, Walsh & Kelly, Inc.;
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 and Director,
1001 Liberty Avenue Federated Investors, Inc.; President and Trustee,
Pittsburgh, PA Federated Investment Management Company; President and
EXECUTIVE VICE PRESIDENT AND Director, Federated Investment Counseling and Federated
TRUSTEE 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
Birth Date: October 26, 1938 Executive Vice President and Secretary of the Federated $0
Federated Investors Tower Fund Complex; Executive Vice President, Secretary, and
1001 Liberty Avenue Director, Federated Investors, Inc.; Trustee, Federated
Pittsburgh, PA Investment Management Company; Director, Federated
EXECUTIVE VICE PRESIDENT AND Investment Counseling and Federated Global Investment
SECRETARY Management Corp.; Director, Federated Services Company;
Director, Federated Securities Corp.

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

</TABLE>

VICE PRESIDENT

+ 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.

<PAGE>

INVESTMENT ADVISER
The Adviser conducts investment research and makes investment decisions for the
Funds.

The Adviser shall not be liable to the Trust or any Fund shareholder for any
losses that may be sustained in the purchase, holding, or sale of any security
or for anything done or omitted by it, except acts or omissions involving
willful misfeasance, bad faith, gross negligence, or reckless disregard of the
duties imposed upon it by its contract with the Trust.

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

BROKERAGE TRANSACTIONS
When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Adviser looks for prompt execution of the order at a favorable
price. The Adviser will generally use those who are recognized dealers in
specific portfolio instruments, except when a better price and execution of the
order can be obtained elsewhere. The Adviser may select brokers and dealers
based on whether they also offer research services (as described below). In
selecting among firms believed to meet these criteria, the Adviser may give
consideration to those firms which have sold or are selling Shares of the Funds
and other funds distributed by the Distributor and its affiliates. The Adviser
makes decisions on portfolio transactions and selects brokers and dealers
subject to review by the Funds' Board.

Research Services
Research services may include advice as to the advisability of investing in
securities; security analysis and reports; economic studies; industry studies;
receipt of quotations for portfolio evaluations; and similar services. Research
services may be used by the Adviser in advising other accounts. To the extent
that receipt of these services may replace services for which the Adviser or its
affiliates might otherwise have paid, it would tend to reduce their expenses.
The Adviser and its affiliates exercise reasonable business judgment in
selecting those brokers who offer brokerage and research services to execute
securities transactions. They determine in good faith that commissions charged
by such persons are reasonable in relationship to the value of the brokerage and
research services provided.

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

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

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

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

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

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

HOW DO THE FUNDS MEASURE PERFORMANCE?

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

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

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

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

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

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

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.

[TO BE DETERMINED]

BOND FUND:

o Lipper Analytical Services, Inc. ranks funds in various fund
categories by making comparative calculations using total return.
Total return assumes the reinvestment of all 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.

INTERMEDIATE TAX FREE BOND FUND:

o Lipper Analytical Services, Inc. ranks funds in various fund
categories by making comparative calculations using total return.
Total return assumes the reinvestment of all capital gains
distributions and income dividends, 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.

LARGE CAP GROWTH FUND:

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

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

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).

LONG TERM TAX FREE BOND FUND:

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

STYLE MANAGED 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.

<PAGE>

ADDRESSES

riggs funds

Class R Shares,
Class B Shares

5800 Corporate Drive
Pittsburgh, PA 15237-7010

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

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

Sub-Adviser
(Sub-Adviser to the Style Managed Stock Fund)
Trend Capital Management
11100 Wayzata Blvd
Minnetonka, MN 55305
(Sub-Adviser to the Large Cap Growth Fund)
J. Bush & Co.
55 Whitney Avenue
New Haven, CT 06510

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

Boston, MA _________

Cusip 76656A___ Cusip 76656A___ Cusip 76656A ___ Cusip 76656A___ Cusip 76656A
___ Cusip 76656A___ Cusip 76656A___

PART C. OTHER INFORMATION.

Item 23. Exhibits:
(a) Conformed Copy of Declaration of Trust of the Registrant; (1)
(i)Conformed copy of Amendment No. 3 (dated
December 15, 1993) to Registrant's Declaration of Trust; (8)
(ii) Conformed copy of Amendment No. 4 (dated
November 16, 1994) to Registrant's Declaration of Trust; (8)
(iii) Conformed copy of Amendment No. 5 (dated
August 23, 1995) to Registrant's Declaration of Trust;(8)
(b) Copy of By-Laws of the Registrant;(1)
(c) (i) Copy of Specimen Certificate for Shares of Beneficial Interest
of RIMCO Monument U.S. Treasury Money Market Fund, RIMCO Monument
Bond Fund and RIMCO Monument Stock Fund;(2) (ii) Copy of Specimen
Certificate for Shares of Beneficial Interest of RIMCO Monument
Small Capitalization Equity Fund;(6) (iii) Copy of Specimen
Certificate for Shares of Beneficial Interest of RIMCO Monument
Prime Money Market Fund - Class A Shares and Class B Shares; (8)
(d) Conformed copy of Investment Advisory Contract of the Registrant
and Exhibits A through E of the Investment Advisory Contract; (7)
(e) Conformed copy of Distributor's Contract of the Registrant and
Exhibits A and B thereto; (7) (i) Conformed copy of Exhibit C to
Registrant's Distributor's Contract;(10) (ii) Conformed copy of
Exhibits D & E to Registrant's Distributor's Contract; (13)

+ All exhibits have been filed electronically.

1. Response is incorporated by reference to Registrant's Initial Registration
Statement on Form N-1A filed May 9, 1991. (File Nos. 33-40428 and
811-6309).

2. Response is incorporated by reference to Registrant's Pre-Effective
Amendment No. 1 on Form N-1A filed July 19, 1991. (File Nos. 33-40428 and
811-6309).

6. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 4 on Form N-1A filed June 28, 1994. (File Nos. 33-40428 and
811-6309).

7. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 7 on Form N-1A filed June 27, 1995. (File Nos. 33-40428 and
811-6309).

8. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 8 on Form N-1A filed October 10, 1995. (File Nos. 33-40428
and 811-6309).

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

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

<PAGE>

(f) Not applicable;
(g) Conformed copy of Custodian Agreement of the Registrant;(1) (i) Copy of
Custodial Compensation;(11)
(ii) Conformed copy of Custody Agreement between Riggs Bank N.A and The
Bank of New York dated June 8, 1998; (13) (h) (i) Conformed copy of Transfer
Agency and Service Agreement of the Registrant;(5)
(ii) Conformed copy of Administrative Services
Agreement; (5)
(iii) Conformed copy of Shareholder Services Agreement;(12) (iv) Conformed
Copy of Shareholder Services Plan;(12)
(i) Conformed copy of Opinion and Consent of Counsel as to legality of shares
being registered; (9) (j) Auditors' Consent;(12) (k) Not applicable; (l)
Conformed copy of Initial Capital Understanding; (9) (m) (i) Conformed copy of
Rule 12b-1 Distribution Plan; (8)
(ii) Conformed copy of Exhibits B & C to the Distribution Plan;(13) (iii)
Copy of Registrant's Rule 12b-1 Agreement; (8)
(n) Copy of Financial Data Schedules;(12)

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

None

+ All exhibits have been filed electronically.

1. Response is incorporated by reference to Registrant's Initial Registration
Statement on Form N-1A filed May 9, 1991. (File Nos. 33-40428 and
811-6309).

3. Response is incorporated by reference to Registrant's Pre-Effective
Amendment No. 2 on Form N-1A filed August 26, 1992. (File Nos. 33-40428 and
811-6309).

5. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 4 on Form N-1A filed June 28, 1994. (File Nos. 33-40428 and
811-6309).

8. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 8 on Form N-1A filed October 10, 1995. (File Nos. 33-40428
and 811-6309).

9. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 9 on Form N-1A filed June 27, 1996. (File Nos. 33-40428 and
811-6309).

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

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

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

<PAGE>

(o) (i) Conformed copy of Registrant's Multiple Class Plan;(10) (ii) Conformed
copy of Registrant's Multiple Class Plan,
as Amended, Effective May 16, 1996;(10)
(iii) Conformed copy of Registrant's Multiple Class Plan, as amended,
effective July 1, 1998;(13) (iv) Conformed copy of Multiple Class Plan, as
amended, effective September 1, 1998; (13)
(p) (i) Conformed copy of Power of Attorney;(12)
(ii) Conformed copy of Power of Attorney of John S. Walsh, Trustee;(13)
(iii) Conformed copy of Power of Attorney;+

Item 25. Indemnification: (2)

Item 26. Business and Other Connections of Investment Adviser:

For a description of the other business of the investment adviser, see the
section entitled "Who Manages the Funds?" in Part A. The business address of
each of the Officers of the investment adviser is: Riggs Investment Management
Corp., 800 17th Street, N.W., Washington, D.C. 20006-3950

2. Response is incorporated by reference to Registrant's Pre-Effective
Amendment No. 1 on Form N-1A filed July 19, 1991. (File Nos. 33-40428 and
811-6309).

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

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

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

<PAGE>

The Officers and Directors of the Investment Adviser are:

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

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

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

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

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

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

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

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

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

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

Rainier D. Flores Director - Assistant Director, Riggs & Co., a division
Operations of Riggs Bank N.A.

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

</TABLE>

<PAGE>

Item 27. Principal Underwriters:

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

Automated Government Money Trust; Cash Trust Series II; Cash Trust Series, Inc.;
CCB Funds; Edward D. Jones & Co. Daily Passport Cash Trust; Federated Adjustable
Rate U.S. Government Fund, Inc.; Federated American Leaders Fund, Inc.;
Federated ARMs Fund; Federated Core Trust; Federated Equity Funds; Federated
Equity Income Fund, Inc.; Federated Fund for U.S. Government Securities, Inc.;
Federated GNMA Trust; Federated Government Income Securities, Inc.; Federated
Government Trust; Federated High Income Bond Fund, Inc.; Federated High Yield
Trust; Federated Income Securities Trust; Federated Income Trust; Federated
Index Trust; Federated Institutional Trust; Federated Insurance Series;
Federated Master Trust; Federated Municipal Opportunities Fund, Inc.; Federated
Municipal Securities Fund, Inc.; Federated Municipal Trust; Federated Short-Term
Municipal Trust; Federated Short-Term U.S. Government Trust; Federated Stock and
Bond Fund, Inc.; Federated Stock Trust; Federated Tax-Free Trust; Federated
Total Return Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S.
Government Securities Fund: 1-3 Years; Federated U.S. Government Securities
Fund: 2-5 Years; Federated U.S. Government Securities Fund: 5-10 Years;
Federated Utility Fund, Inc.; Fixed Income Securities, Inc.; ; Hibernia Funds;
Independence One Mutual Funds; Intermediate Municipal Trust; International
Series, Inc.; Investment Series Funds, Inc.; Liberty U.S. Government Money
Market Trust; Liquid Cash Trust; Managed Series Trust; Marshall Funds, Inc.;
Money Market Management, Inc.; Money Market Obligations Trust; Money Market
Obligations Trust II; Money Market Trust; Municipal Securities Income Trust;
Newpoint Funds; Regions Funds; RIGGS Funds; SouthTrust Funds; Tax-Free
Instruments Trust; The Planters Funds; The Wachovia Funds; The Wachovia
Municipal Funds; Trust for Government Cash Reserves; Trust for Short-Term U.S.
Government Securities; Trust for U.S. Treasury Obligations; Vision Group of
Funds, Inc.; World Investment Series, Inc.; Blanchard Funds; Blanchard Precious
Metals Fund, Inc.; DG Investor Series; High Yield Cash Trust; Investment Series
Trust; Star Funds; Targeted Duration Trust; The Virtus Funds; Trust for
Financial Institutions;

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

<PAGE>

(b)

(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Distributor With Registrant
Richard B. Fisher Director, Chairman, Chief Vice President
Federated Investors Tower Executive Officer, Chief
1001 Liberty Avenue Operating Officer, Asst.
Pittsburgh, PA 15222-3779 Secretary and Asst.
Treasurer, Federated
Securities Corp.

Edward C. Gonzales Director, Executive Vice President and
Federated Investors Tower President, Treasurer
1001 Liberty Avenue Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Terri E. Bush Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

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

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

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

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

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

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

Leslie K. Ross Assistant Secretary, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
</TABLE>

<PAGE>

Item 28. Location of Accounts and Records:
All accounts and records required to be maintained by Section
31(a) of the Investment Company Act of 1940 and Rules 31a-1
through 31a-3 promulgated thereunder are maintained at one of
the following locations:
<TABLE>
<CAPTION>

<S> <C>

Registrant 5800 Corporate Drive
Pittsburgh, PA 15237- 7010

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

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

Riggs Investment Management 800 17th Street, N.W.
Corp. ("Adviser") Washington, D.C. 20006-3950

Trend Capital Management 11100 Wayzata Blvd.
(Sub-Adviser to Style Managed Minnetonka, MN 55305
Equity Fund)

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

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

Item 29. Management Services: Not applicable.

Item 30. Undertakings:

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

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, RIGGS FUNDS, certifies that it
has duly caused this Amendment to its Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of Pittsburgh
and Commonwealth of Pennsylvania, on the 13th day of August, 1999.

RIGGS FUNDS
BY: /s/C. Grant Anderson
C. Grant Anderson, Assistant Secretary
Attorney in Fact for John F. Donahue
August 13, 1999

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

NAME TITLE DATE

By: /s/C. Grant Anderson
C. Grant Anderson Attorney In Fact August 13, 1999
ASSISTANT SECRETARY For the Persons
Listed Below

NAME TITLE

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

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

Thomas G. Bigley* Trustee
Nicholas P. Constantakis Trustee
John T. Conroy, Jr.* Trustee
Lawrence D. Ellis, M.D.* Trustee
Peter E. Madden* Trustee
John E. Murray, Jr.* Trustee
Marjorie P. Smuts* Trustee
John S. Walsh* Trustee
* By Power of Attorney

Exhibit (p) under Form N-1A
Exhibit 24 under Item 601/Reg. S-K

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and
appoints the Secretary and Assistant Secretary of RIGGS FUNDS and each of them,
their true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for them and in their names, place and stead, in
any and all capacities, to sign any and all documents to be filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, the
Securities Exchange Act of 1934 and the Investment Company Act of 1940, by means
of the Securities and Exchange Commission's electronic disclosure system known
as EDGAR; and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
sign and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as each of them
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

SIGNATURES TITLE DATE

/s/ John F. Donahue Chairman and Trustee August 3, 1999
- ------------------------
John F. Donahue (Chief Executive Officer)

/s/ Edward C. Gonzales President and Treasurer August 3, 1999
- -------------------------
Edward C. Gonzales (Principal Financial and
Accounting Officer)

/s/ Thomas G. Bigley Trustee August 3, 1999
- -------------------------
Thomas G. Bigley

/s/Nicholas P. Constantakis Trustee August 3, 1999
Nicholas P. Constantakis

/s/ John T. Conroy, Jr. Trustee August 3, 1999
- --------------------------
John T. Conroy, Jr.

/s/Lawrence D. Ellis, M.D. Trustee August 3, 1999
Lawrence D. Ellis, M.D.

/s/ Peter E. Madden Trustee August 3, 1999
- ------------------------
Peter E. Madden

/s/ John E. Murray, Jr. Trustee August 3, 1999
- --------------------------
John E. Murray, Jr.

/s/ Marjorie P. Smuts Trustee August 3, 1999
- --------------------------
Marjorie P. Smuts
</TABLE>

<PAGE>

Sworn to and subscribed before me this 3rd day of August, 1999.

/s/ Cheri S. Good
Notary Public