FIRST PRIORITY LIMITED MATURITY GOVERNMENT FUND
(A Portfolio of First Priority Funds )
Supplement to Prospectus dated December 7, 1993
1.) Under the section entitled "What Shares Cost" on page 11, replace the
table with the following:
Sales Charge as Sales Charge as
a Percentage of a Percentage of
Amount of Transaction Public Offering Price Net Amount Invested
Less than $100,000 2.00% 2.04%
$100,000 but less than $250,000 1.50% 1.52%
$250,000 but less than $500,000 1.00% 1.01%
$500,000 but less than $750,000 0.50% 0.50%
$750,000 but less than $1 million 0.25% 0.25%
$1 million or more 0.00% 0.00%
2.) Under the section entitled "Reducing the Sales Charge" on page 12, add
the following as the last bullet point:
"purchases with proceeds from redemptions of unaffiliated mutual
fund shares."
3.) Under the section entitled "Quantity Discounts and Accumulated
Purchases" on page 12, replace the second sentence of the second
paragraph with the following:
"For example, if a shareholder already owns shares having a current
value at the public offering price of $90,000 and purchases $10,000
more at the current public offering price, the sales charge on the
additional purchase according to the schedule now in effect would be
1.50%, not 2.00%."
4.) Immediately following the section entitled "Reinvestment Privilege"
page 13, add the following:
"Purchases with Proceeds from Redemptions of Unaffiliated Mutual Fund
Shares. Investors may purchase shares of the Fund at net asset value,
without a sales charge, with the proceeds from the redemption of
shares of a mutual fund which was sold with a sales charge or
commission. The purchase must be made within 60 days of the
redemption, and FAII must be notified by the investor in writing or by
his financial institution, at the time the purchase is made."
5.) Please note that the address of Deloitte & Touche, the Fund's
independent auditors is now 2500 One PPG Place, Pittsburgh, Pennsylvania
15222-5401. References under the section entitled "Independent Auditors"
page 9, and on the inside back cover are revised accordingly.
February 25, 1994
FEDERATED SECURITIES CORP.
Distributor
4020711A (2/94)
