RIGGS FUNDS, 485BPOS, 1999-09-10

RIGGS FUNDS
485BPOS, 1999-09-10

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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. 17 .................................... X
---- ---

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X

Amendment No. 17 ................................................... 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).
_X on October 28, 1999, pursuant to paragraph (b).
__ 60 days after filing pursuant to paragraph (a) (i).
on pursuant to paragraph (a) (i).
_ 75 days after filing pursuant to paragraph (a)(ii).
on _________________ pursuant to paragraph (a)(ii) of Rule 485.

If appropriate, check the following box:

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

Copies To:

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

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. SUBJECT TO
COMPLETION sEPTEMBER 22, 1999

Prospectus

RIGGS FUNDS

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

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

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.

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

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

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

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

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

<PAGE>

WHAT ARE THE FUND'S FEES AND EXPENSES?

large cap growth fund

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

Shareholder Fees

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

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

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

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

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

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

<PAGE>

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

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

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

PRINCIPAL SECURITIES IN WHICH THE FUND INVESTS

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

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

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

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

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

Temporary Defensive Investments
The Fund may temporarily depart from its principal investment strategy
by investing their assets in cash and shorter-term, higher-quality debt
securities and similar obligations. It may do this to minimize potential losses
and maintain liquidity to meet shareholder redemptions during adverse market
conditions. This may cause the Fund to give up greater investment returns to
maintain the safety of principal, that is, the original amount invested by
shareholders.

SPECIFIC RISKS OF INVESTING IN THE FUNDS

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

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

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

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

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

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

WHAT DO SHARES COST?

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

The minimum initial investment in the Fund is $1000, except for an
Individual Retirement Account ("IRA") which requires a minimum initial
investment of $500. Subsequent investments must be in amounts of at least $100,
except for an IRA, which must be in amounts of at least $50. An investor's
minimum investment will be calculated by combining all mutual fund accounts it
maintains in the Riggs Funds.

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

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

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

You will not be charged a CDSC when redeeming Shares:

o purchased with reinvested dividends or capital gains;

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

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

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

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

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

o Shares that are not subject to a CDSC; and

o Shares held the longest .

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

HOW IS THE FUND SOLD?

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

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

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

HOW TO PURCHASE SHARES

You may purchase Shares through broker/dealers which are not affiliated
with Riggs Bank or through an exchange from another Riggs Fund. The Fund
reserves the right to reject any request to purchase or exchange Shares. Shares
will be purchased at net asset value after the Fund receives the purchase
request from Riggs Investment Corp. Purchase requests through authorized brokers
and dealers must be received by Riggs Investment Corp. and transmitted to the
Fund before 3:00 p.m. (Washington, D.C. time) in order for shares to be
purchased at that day's public offering price.

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

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

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

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

RETIREMENT INVESTMENTS

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

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

HOW TO REDEEM AND EXCHANGE SHARES

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

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

DIRECTLY FROM THE FUND

By Telephone

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

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

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

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

Send requests by private courier or overnight delivery service to:

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

o amount to be redeemed or exchanged;

o signatures of all shareholders exactly as registered; and

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

Signature Guarantees
Signatures must be guaranteed if:

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

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

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

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

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

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

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

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

<PAGE>

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

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

DIVIDENDS AND CAPITAL GAINS
Dividends on the Fund are declared and paid quarterly. Unless cash
payments are requested by shareholders in writing to the Fund or by indication
on the account application, dividends are automatically reinvested in additional
shares of the Fund on payment dates at the ex-dividend date net asset value
without a sales charge.

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

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

ACCOUNTS WITH LOW BALANCES
Due to the high cost of maintaining accounts with low balances,
accounts may be closed if redemptions or exchanges cause the account balance to
fall below the minimum initial investment amount. Before an account is closed,
you will be notified and allowed 30 days to purchase additional Shares to meet
the minimum. The required minimum may be waived for employees or retirees of the
Riggs National Corporation and/or its subsidiaries, employees of any
broker/dealer operating on the premises of Riggs Bank, and their spouses and
children under 21.

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

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

WHO MANAGES THE FUND?

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

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

The Adviser has delegated daily management of the Fund to J. Bush & Co., as
Sub-Advisor. The Sub-Adviser is paid by the Adviser and not by the Fund. The
Sub-Adviser's address is: J. Bush & Co., 55 Whitney Avenue, New Haven, CT 06510.

The Fund's portfolio managers are:

Jonathan Bush, a manager of the Fund, is the Chairman and Chief
Executive Officer of J. Bush & Co., Inc. He founded the Company in 1970. He is a
graduate of Yale University (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, a manager of the 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.

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

<PAGE>

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

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

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

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

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

FINANCIAL INFORMATION

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

<PAGE>

RIGGS FUNDS

CLASS B SHARES
Riggs Large Cap Growth Fund

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

You can obtain information about the Fund (including the SAI) by
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___
G02713-01 (10/99)

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

october , 1999

<PAGE>

FUND GOALS, STRATEGIES, PERFORMANCE AND RISK

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

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

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.

<PAGE>

PRINCIPAL RISKS OF THE FUNDS
In addition to the risks set forth below that are specific to an investment in a
particular Fund, there are risks common to all mutual funds. For 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.

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

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

<PAGE>

WHAT ARE THE FUND'S FEES AND EXPENSES?

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

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

Annual Fund Operating Expenses (Before Waivers)1
Expenses That are Deducted From Fund Assets (as a percentage of average net
assets)
Management Fee 0.75% 0.75% 0.75% 0.75%
Distribution (12b-1) Fee 2 0.25% 0.25% 0.25% 0.25%
Shareholder Services Fee 3 0.25% 0.25% 0.25% 0.25%
Other Expenses 0.43% 0.36% 0.69% 0.37%
Total Annual Fund Operating Expenses 1.68% 1.61% 1.94% 1.62%
1 Although not contractually obligated to do so, the distributor and shareholder services provider anticipate
waiving certain amounts. These are shown below along with the net expenses
the Fund expects to pay for the fiscal year ended April 30, 2000.
Total Waivers of Fund Expenses 0.50% 0.50% 0.50% 0.50%
Total Actual Annual Fund Operating Expenses (after waivers ) 1.18% 1.11% 1.44% 1.12%
----- ----- ----- -----
</TABLE>

2 The Funds do not anticipate accruing or paying distribution (12b-1) fees.
This voluntary waiver can be terminated any time. If the Fund were to accrue
or pay distribution (12b-1) fees, it could pay up to 0.25% of it average net
assets.
3. The Funds do not anticipate accruing or paying shareholder services fees.
This voluntary waiver can be terminated any time. If the Fund were to accrue
or pay shareholder services fees, it could pay up to 0.25% of its average net
assets..

<PAGE>

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

PRINCIPAL SECURITIES IN WHICH THE FUNDS INVEST

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

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

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Special Transactions

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

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

Repurchase agreements are subject to credit risks.

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

Investment Ratings for 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.

SPECIFIC RISKS OF INVESTING IN THE FUNDS

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

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

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

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

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

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

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

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

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

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.

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

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

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

You will not be charged a CDSC when redeeming Shares:

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

o purchased with reinvested dividends or capital gains;

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

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

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

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

In addition, you will not be charged a CDSC:

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

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

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

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

o Shares that are not subject to a CDSC; and

o Shares held the longest .

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

HOW ARE THE FUNDS SOLD?

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

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

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

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

HOW TO PURCHASE SHARES

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

THROUGH riggs investment corp.

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

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

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

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

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

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

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

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

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

RETIREMENT INVESTMENTS

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

HOW TO REDEEM AND EXCHANGE SHARES

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

DIRECTLY FROM THE FUND

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

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

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

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

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

o Fund Name, Share Class and account number;

o amount to be redeemed or exchanged;

o signatures of all shareholders exactly as registered; and

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

Signature Guarantees
Signatures must be guaranteed if:

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

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

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

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

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

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

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

o to allow your purchase to clear;

o during periods of market volatility; or

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

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

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

EXCHANGE 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.

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.

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.

<PAGE>

..................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.

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

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

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

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

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

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

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

WHO MANAGES THE FUNDS?

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

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

The Adviser has delegated daily management of the Funds to the following
Sub-Advisers: J. Bush & Co. (with respect to Large Cap Growth Fund) and RIMCO
(with respect to the Bond Fund, Intermediate Tax Free Bond Fund and Long Term
Tax Free Bond Fund. These Sub-Advisers are paid by the Adviser and not by the
Funds. The Sub-Adviser's addresses are: J. Bush & Co., 55 Whitney Avenue, New
Haven, CT 06510; and Riggs Investment Management Corp. 800 17th Street N.W.
Washington, D.C. 20006-3950.

<PAGE>

The Funds' portfolio managers are:

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

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

Russ Schmiedel Alstott, the manager of the Large Cap Growth Fund, joined J.
Bush & Co. in 1998 and serves as the firm's Chief Investment Officer and
Executive Vice President. Mr. Alstott's education includes: AB summa cum laude
from Harvard College in 1984; JD from the Yale Law School in 1989 and senior
editor of the Yale Law Journal; and MBA from the Stanford Graduate School of
Business in 1989. His business experience includes: 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.

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

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

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

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

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

FINANCIAL INFORMATION

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

<PAGE>

RIGGS FUNDS

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

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

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____ Cusip 76656A ___ Cusip 76656A___
G02713-02
(10/99)

THE INFORMATION IN THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT COMPLETE
AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.
THIS STATEMENT OF ADDITIONAL
INFORMATION IS NOT AN OFFER TO SELL
THESE SECURITIES AND IT IS
NOT SOLICITING AN OFFER TO
BUY THESE SECURITIES IN ANY
STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION
SEPTEMBER 22, 1999

Riggs Funds
Riggs Bond Fund
Class R Shares

Riggs Intermediate Tax Free Bond Fund
Class R Shares

Riggs Large Cap Growth Fund
Class R Shares
Class B Shares

Riggs Long Term Tax Free Bond Fund
Class R Shares

Statement of Additional Information
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.

G02713-03 (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 changed its name from RIMCO Monument Funds to RIGGS
Funds on June 30, 1998. The Trust may offer separate series of shares
representing interests in separate portfolios of securities. The SAI pertains to
Riggs Bond Fund, Riggs Intermediate Tax Free Bond Fund, Riggs Large Cap Growth
Fund and Riggs Long Term Tax Free Bond Fund (collectively, the Funds). The Board
of Trustees (the Board) has established two classes of shares known as Class R
Shares and Class B Shares for the Funds. This SAI relates to two classes of
Shares. The Funds' investment adviser is Riggs Bank, N.A. (Adviser).

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

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

<PAGE>

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

<PAGE>

SECURITIES DESCRIPTIONS AND TECHNIQUES

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

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

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

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

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

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

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

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

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

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

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

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

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.

<PAGE>

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 the London Interbank
Offered Rate (LIBOR). The other class (Inverse Floaters) receives
any remaining interest payments from the underlying mortgages.
Floater classes receive more interest (and Inverse Floater classes
receive correspondingly less interest) as interest rates rise.
This shifts prepayment and interest rate risks from the Floater to
the Inverse Floater class, reducing the price volatility of the
Floater class and increasing the price volatility of the Inverse
Floater class.

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

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

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

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

Bank Instruments

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

A Fund may:

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

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

Buy or write options to close out existing options positions.

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

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

Special Transactions

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

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

Repurchase agreements are subject to counterparty risks.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

DETERMINING MARKET VALUE OF SECURITIES

The market values of the Funds' portfolio securities are determined as
follows:

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

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

for 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;

o 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;

<PAGE>

forshort-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.

<PAGE>

REDEMPTION IN KIND

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

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

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

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

MASSACHUSETTS PARTNERSHIP LAW

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

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

ACCOUNT AND SHARE INFORMATION

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

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

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

TAX INFORMATION

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

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

<PAGE>

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 four 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. A pound sign (#)
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; Director, Robroy Industries,
Pittsburgh, PA Inc. (coated steel conduits/computer storage
TRUSTEE equipment); formerly: Senior Partner, Ernst & Young
LLP; Director, MED 3000 Group, Inc. (physician practice
management); Director, Member of Executive Committee,
University of Pittsburgh
John T. Conroy, Jr. Director or Trustee of the Federated Fund Complex; $1553.73
Birth Date: June 23, 1937 President, Investment Properties Corporation; Senior
Wood/Commercial Dept. Vice President, John R. Wood and Associates, Inc.,
John R. Wood Associates, Inc. Realtors; Partner or Trustee in private real estate
Realtors ventures in Southwest Florida; formerly: President,
3255 Tamiami Trial North Naples Property Management, Inc. and Northgate Village
Naples, FL Development Corporation.
TRUSTEE
Nicholas Constantakis Director or Trustee of the Federated Fund Complex; $1412.26
Birth Date: September 3, 1939 formerly: Partner, Andersen Worldwide SC.
175 Woodshire Drive
Pittsburgh, PA
TRUSTEE
John F. Cunningham Director or Trustee of some of the Federated Fund $0
Birth Date: March 5, 1943 Complex; Chairman, President and Chief Executive
353 El Brillo Way Officer, Cunningham & Co., Inc. (strategic business
Palm Beach, FL consulting) ; Trustee Associate, Boston College;
TRUSTEE Director, EMC Corporation (computer storage systems);
formerly: Director, 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; Director, The Boston Stock Exchange.
Charles F. Mansfield, Jr. Director or Trustee of some of the Federated Fund $0
Birth Date: April 10, 1945 Complex; Management Consultant.
80 South Road
Westhampton Beach, NY Previous Positions: Chief Executive Officer, PBTC
TRUSTEE International Bank; Partner, Arthur Young &
Company (now Ernst & Young LLP); Chief
Financial Officer of Retail Banking Sector,
Chase Manhattan Bank; Senior Vice President,
Marine Midland Bank; Vice President, Citibank;
Assistant Professor of Banking and Finance,
Frank G. Zarb School of Business, Hofstra
University.
John E. Murray, Jr., J.D., Director or Trustee of the Federated Fund Complex; $1446.23
S.J.D. President, Law Professor, Duquesne University;
Birth Date: December 20, 1932 Consulting Partner, Mollica & Murray; Director, Michael
President, Duquesne University Baker Corp. (engineering, construction, operations, and
Pittsburgh, PA technical services).
TRUSTEE
Previous Positions: Dean and Professor of Law,
University of Pittsburgh School of Law; Dean and
Professor of Law, Villanova University School of Law.
Marjorie P. Smuts Director or Trustee of the Federated Fund Complex; $1412.26
Birth Date: June 21, 1935 Public Relations/Marketing/Conference Planning.
4905 Bayard Street
Pittsburgh, PA Previous Positions: National Spokesperson, Aluminum
TRUSTEE Company of America; television producer; business owner.
John S. Walsh Director or Trustee of some of the Federated Fund $339.20
---------------
Birth Date: November 28, 1957 Complex; President and Director, Heat Wagon, Inc.
-------- -
2007 Sherwood Drive (manufacturer of construction temporary heaters);
-------------------------------------------------
Valparaiso, IN President and Director, Manufacturers Products, Inc.
-
TRUSTEE (distributor of portable construction heaters);
-----------------------------------------------
President, Portable Heater Parts, a division of
Manufacturers Products, Inc.; Director, Walsh & Kelly,
Inc. (heavy highway contractor); formerly: Vice
President, Walsh & Kelly, Inc.
J. Christopher Donahue+ President or Executive Vice President of the Federated $0
Birth Date: April 11, 1949 Fund Complex; Director or Trustee of some of the Funds
Federated Investors Tower in the Federated Fund Complex; President 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 Executive Vice President and Secretary of the Federated
Birth Date: October 26, 1938 Fund Complex; Executive Vice President, Secretary, and $0
Federated Investors Tower Director, Federated Investors, Inc.; Trustee, Federated
1001 Liberty Avenue Investment Management Company; Director, Federated
Pittsburgh, PA Investment Counseling and Federated Global Investment
EXECUTIVE VICE PRESIDENT AND Management Corp.; Director, Federated Services Company;
SECRETARY 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.

INVESTMENT ADVISER

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

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

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

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

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

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

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

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

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

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

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

HOW DO THE FUNDS MEASURE PERFORMANCE?

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

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

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

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

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

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

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

<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.

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.

<PAGE>

ADDRESSES

riggs funds

Class R Shares,
Class B Shares

5800 Corporate Drive
Pittsburgh, PA 15237-7010

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

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

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

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

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

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

Independent Public Accountants
Arthur Andersen LLP
225 Franklin Street

Boston, MA 02110-2812

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

PART C. OTHER INFORMATION.

Item 23. Exhibits:

(a) (i) Conformed Copy of Declaration of Trust of the Registrant; (1)

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

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

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

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

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

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

(c) (i) Copy of Specimen Certificate for Shares of Beneficial Interest of RIMCO
Monument U.S. Treasury Money Market Fund, RIMCO Monument Bond Fund and RIMCO
Monument Stock Fund;(2)

(ii) Copy of Specimen Certificate for Shares of Beneficial Interest of RIMCO
Monument Small Capitalization Equity Fund;(6)

(iii) Copy of Specimen Certificate for Shares of Beneficial Interest of RIMCO
Monument Prime Money Market Fund - Class A Shares and Class B Shares; (8)

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

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

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

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

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

+ 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) (i) Conformed copy of Custodian Agreement of the Registrant;(1)
(ii)Copy of Custodial Compensation;(11)
(iii) Conformed copy of Custody Agreement between Riggs Bank N.A and
The Bank of New York dated June 8, 1998; (13)
(h) (i)Conformed copy of Transfer Agency and Service Agreement;(5)
(ii) Conformed copy of Administrative Services
Agreement; (5)
(iii) Conformed copy of Shareholder Services Agreement;(12)
(iv) Conformed Copy of Shareholder Services Plan;(12)
(i) Conformed copy of Opinion and Consent of Counsel as to
legality of shares being registered; (9)
(j) Conformed copy of Consent of Independent Auditor; (14)
(k) Not applicable;
(l) Conformed copy of Initial Capital Understanding; (9)
(m) (i) Conformed copy of Distribution Plan of the Registrant; (8)
(ii) Conformed copy of Exhibits B & C to the Distribution Plan of
the Registrant;(13)
(iii) Copy of Registrant's Rule 12b-1 Agreement; (8)
(n) Copy of Financial Data Schedules; (not included per footnote
60 of Release No.
33-7684).
(o) (i) Conformed copy of Registrant's Multiple Class Plan;(10)
(ii) Conformed copy of Registrant's Multiple Class Plan, as
Amended, Effective May 16, 1996;(10)

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).

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

<PAGE>

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

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

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

(ii) Conformed copy of Power of Attorney of John S. Walsh, Trustee; (13)
(iii) Conformed copy of Power of Attorney of Charles F. Mansfield, Trustee; +
(iv) Conformed copy of Power of Attorney of John F.Cunningham, Trustee; +

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

None

Item 25. Indemnification: (2)

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

(a) 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

+ All exhibits have been filed electronically.

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).

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).

(b)

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

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

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

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

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

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:

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

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

<PAGE>

(b)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>

<PAGE>

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

<S> <C>

Registrant Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

(Notices should be sent to the Agent for Service at above address)

5800 Corporate Drive
Pittsburgh, PA 15237-7010

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

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

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

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

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

Item 29. Management Services: Not applicable.

Item 30. Undertakings:

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

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, RIGGS FUNDS, certifies that it
meets all of the requirements for effectiveness of this Amendment to its
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Amendment to its Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized, in the City of
Pittsburgh and Commonwealth of Pennsylvania, on the 10th day of September, 1999.

RIGGS FUNDS
BY: /s/C. Grant Anderson
C. Grant Anderson, Assistant Secretary
Attorney in Fact for John F. Donahue
September 10, 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 September 10, 1999
ASSISTANT SECRETARY For the Persons
Listed Below

NAME TITLE

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

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

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

</TABLE>

Exhibit (a) (v) under Form N-1A
Exhibit 3(i) under Item 601/Reg. S-K

RIMCO Monument Funds
Amendment No. 6
to the
dated April 1, 1991

Strike Section 1 of Article I from the Declaration of Trust and substitute
in its place the following:

"Section 1. Name.
This Trust shall be known as Riggs Fund Group."

Strike section (b) of Section 2 of Article I from the Declaration of Trust
and substitute in its place the following:

"(b) The "Trust" refers to Riggs Fund Group."

Strike the first paragraph of Section 5 of Article III from the
Declaration of Trust and substitute in its place the following:

"Section 5. Establishment and Designation of Series or Class.
Without limiting the authority of the Trustees set forth in
Article XII, Section 8, inter alia, to establish and designate any
additional Series or Class, or to modify the rights and preferences of
any existing Series or Class the Series and Classes of the Trust are
established and designated as:

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

Strike Section 9 of Article XII from the Declaration of Trust and
substitute in its place the following:

"Section 9. Use of Name.
The Trust acknowledges that Riggs Investment Management Co.
has reserved the right to grant the non-exclusive use of the name
"Riggs Fund Group" or any derivative thereof to any other investment
company, investment company portfolio, investment adviser, distributor,
or any other business enterprise, and to withdraw from the Trust or one
or more Series or Classes any right to the use of the name "Riggs Fund
Group."

The undersigned hereby certify that the above-stated amendment is a true
and correct Amendment to the Declaration of Trust, as adopted by the Board of
Trustees on the 13th day of May, 1998.

WITNESS the due execution hereof this 13th day of May, 1998.

/s/ John F. Donahue /s/ Edward L. Flaherty
John F. Donahue Edward L. Flaherty

/s/ Thomas G. Bigley /s/ Edward C. Gonzales
Thomas G. Bigley Edward C. Gonzales

/s/ John T. Conroy, Jr. /s/ Peter E. Madden
John T. Conroy, Jr. Peter E. Madden

/s/ Nicholas P. Constantakis /s/ John E. Murray, Jr.
Nicholas P. Constantakis John E. Murray, Jr.

/s/ William J. Copeland /s/ Wesley W. Posvar
William J. Copeland Wesley W. Posvar

/s/ James E. Dowd /s/ Marjorie P. Smuts
James E. Dowd Marjorie P. Smuts

/s/ Lawrence D. Ellis, M.D.
Lawrence D. Ellis, M.D.

Exhibit (a) (vi) under Form N-1A
Exhibit 3(i) under Item 601/Reg. S-K

Riggs Fund Group
Amendment No. 7
to the
dated April 1, 1991

Effective June 30, 1998:

Strike Section 1 of Article I from the Declaration of Trust and substitute
in its place the following:

"Section 1. Name.
This Trust shall be known as Riggs Funds."

Strike section (b) of Section 2 of Article I from the Declaration of Trust
and substitute in its place the following:

"(b) The "Trust" refers to Riggs Funds."

Strike Section 9 of Article XII from the Declaration of Trust and
substitute in its place the following:

"Section 9. Use of Name.
The Trust acknowledges that Riggs Investment Management Co.
has reserved the right to grant the non-exclusive use of the name
"Riggs Funds" or any derivative thereof to any other investment
company, investment company portfolio, investment adviser, distributor,
or any other business enterprise, and to withdraw from the Trust or one
or more Series or Classes any right to the use of the name "Riggs
Funds."

The undersigned President and Secretary hereby certify that the
above-stated amendment is a true and correct Amendment to the Declaration of
Trust, as adopted by the Board of Trustees on the 13th day of May, 1998.

WITNESS the due execution hereof this 22ndday of June, 1998.

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

Exhibit (h) (iv) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K

Exhibit F
to the
Distributor's Contract

RIGGS FUNDS

Riggs Large Cap Growth Fund
Class B Shares

Riggs Style Managed Equity Fund
Class B Shares

The following provisions are hereby incorporated and made part of the
Distributor's Contract dated July 30, 1991, between Riggs Funds and Federated
Securities Corp. with respect to the Class of shares set forth above:
1. The Trust hereby appoints FSC to engage in activities principally
intended to result in the sale of shares of the above-listed Classes ("Shares").
Pursuant to this appointment, FSC is authorized to select a group of financial
institutions ("Financial Institutions") to sell Shares at the current offering
price thereof as described and set forth in the respective prospectuses of the
Trust.

2. During the term of this Agreement, the Trust will pay FSC for
services pursuant to this Agreement, a monthly fee computed at the annual rate
of .75 of 1% of the average aggregate net asset value of the Shares held during
the month. For the month in which this Agreement becomes effective or
terminates, there shall be an appropriate proration of any fee payable on the
basis of the number of days that the Agreement is in effect during the month.

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

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

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

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

<PAGE>

Witness the due execution hereof this 1st day of September, 1999.

RIGGS FUNDS

By: /s/ Joseph S. Machi
Name: Joseph S. Machi
Title: Vice President

FEDERATED SECURITIES CORP.

By /s/ David M. Taylor
Name: David M. Taylor
Title: Executive Vice President

<PAGE>

Exhibit G
to the
Distributor's Contract

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

Riggs Long Term Tax Free Bond Fund
Class R Shares

Riggs Style Managed Equity Fund
Class R Shares

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

2.During the term of this Agreement, the Trust will pay FSC for
services pursuant to this Agreement, a monthly fee computed at the annual rate
of .25 of 1% of the average aggregate net asset value of the Shares held during
the month. For the month in which this Agreement becomes effective or
terminates, there shall be an appropriate proration of any fee payable on the
basis of the number of days that the Agreement is in effect during the month.

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

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

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

<PAGE>

Witness the due execution hereof this 1st day of September, 1999.

RIGGS FUNDS

By: /s/ Joseph S. Machi
Name: Joseph S. Machi
Title: Vice President

FEDERATED SECURITIES CORP.

By /s/ David M. Taylor
Name: David M. Taylor
Title: Executive Vice President

Exhibit (p)(i) 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 Secretaries 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 September 9, 1999
John F. Donahue (Chief Executive Officer)

/s/ Edward C. Gonzales President and Treasurer September 9, 1999
Edward C. Gonzales (Principal Financial and
Accounting Officer)

/s/ J. Christopher Donahue Executive Vice President September 9, 1999
- ---------------------------------------------
and Trustee
J. Christopher Donahue

/s/ Thomas G. Bigley Trustee September 9, 1999
- ---------------------------------------------
Thomas G. Bigley

/s/ John T. Conroy, Jr. Trustee September 9, 1999
John T. Conroy, Jr.

/s/John F. Cunningham Trustee September 9, 1999
- ---------------------------------------------
John F. Cunningham

<PAGE>

SIGNATURES TITLE DATE

/s/ Lawrence D. Ellis, M.D. Trustee September 9, 1999
Lawrence D. Ellis, M.D.

/s/ Peter E. Madden Trustee September 9, 1999
- ---------------------------------------------
Peter E. Madden

/s/ Charles F. Mansfield, Jr. Trustee September 9, 1999
Charles F. Mansfield, Jr.

/s/ John E. Murray, Jr. Trustee September 9, 1999
John E. Murray, Jr.

/s/ Marjorie P. Smuts Trustee September 9, 1999
- ---------------------------------------------
Marjorie P. Smuts

/s/ John S. Walsh Trustee September 9, 1999
- ---------------------------------------------
John S Walsh

</TABLE>

Sworn to and subscribed before me this 9th day of September, 1999

/s/ Nancy H. Beatty

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

POWER OF ATTORNEY

SIGNATURES TITLE DATE

/s/ Charles F. Mansfield, Jr. Trustee September 9, 1999
- --------------------------------
Charles F. Mansfield, Jr.

Sworn to and subscribed before me this 9th day of September, 1999

/s/ Nancy H. Beatty

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

POWER OF ATTORNEY

SIGNATURES TITLE DATE

/s/ John F. Cunningham Trustee September 9, 1999
- -----------------------------
John F. Cunningham

Sworn to and subscribed before me this 9th day of September, 1999

/s/ Nancy H. Beatty