SOUTHTRUST VULCAN FUNDS
497, 1994-12-28
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SOUTHTRUST VULCAN TREASURY OBLIGATIONS MONEY MARKET FUND
SOUTHTRUST VULCAN BOND FUND
SOUTHTRUST VULCAN STOCK FUND
- --------------------------------------------------------------------------------

SUPPLEMENT TO PROSPECTUS DATED JUNE 30, 1994

1.   Please replace the Expense Summary on page 2 with the following Expense
Summary:

                                    "EXPENSE SUMMARY
         Below is a summary of the projected expenses of each Fund for the
         current fiscal year.

<TABLE>
<CAPTION>
                                                              TREASURY OBLIGATIONS
            SHAREHOLDER TRANSACTION EXPENSES                    MONEY MARKET FUND   STOCK FUND      BOND FUND
<S>                                                           <C>                   <C>             <C>
            Maximum Sales Load Imposed on Purchases
              (as a percentage of offering price)..........             None           4.50%          4.00%
            Maximum Sales Load Imposed on Reinvested
              Dividends (as a percentage of offering
            price).........................................             None           None           None
            Deferred Sales Load (as a percentage of
            original
              purchase price or redemption proceeds,
              as applicable)...............................             None           None           None
            Redemption Fee (as a percentage of amount
              redeemed, if applicable).....................             None          1.00%*         1.00%*
            Exchange Fee...................................             None           None           None
</TABLE>

         ---------------------
         * Applies only to shares of the STOCK FUND and the BOND FUND purchased
           at net asset value which are redeemed within one year of purchase.
           See "How to Purchase, Exchange, and Redeem Shares."

             The following Expense Table and Example are intended to assist
         investors in understanding the expenses the Funds pay and that
         investors bear directly or indirectly.

<TABLE>
<CAPTION>
            ANNUAL OPERATING EXPENSES (as a percentage       TREASURY OBLIGATIONS
              of projected average net assets)+                MONEY MARKET FUND     STOCK FUND      BOND FUND
<S>                                                          <C>                     <C>             <C>
            Advisory Fees After Waivers*...................            0.30%            0.55%          0.55%
            12b-1 Fees.....................................             None            None           None
            Other Expenses.................................            0.20%            0.32%          0.31%
                                                                      ------           ------         ------
            Total Fund Operating Expenses After Waivers....            0.50%            0.87%          0.86%
                                                                      ------           ------         ------
</TABLE>

         ---------------------
         * As stated below under "Management of the Funds," the Company has
           agreed to pay an advisory fee to the Adviser at an annual rate of
           .50% of the average daily net assets of the TREASURY OBLIGATIONS
           MONEY MARKET FUND, .75% with respect to the STOCK FUND, and .60% with
           respect to the BOND FUND. Absent the voluntary waivers by the
           Administrator, Other Expenses are expected to be .23%, .37%, and .36%
           for the TREASURY OBLIGATIONS MONEY MARKET, STOCK and BOND FUNDS,
           respectively. The Administrator may terminate these waivers at any
           time at its sole discretion. Absent the anticipated voluntary fee
           waivers by the Adviser and by the Administrator, Total Fund Operating
           Expenses for the current fiscal year are expected to be 0.73%, 1.12%
           and 0.96% for the TREASURY OBLIGATIONS MONEY MARKET, STOCK and BOND
           FUNDS, respectively.

         + The Annual Fund Operating Expenses for the TREASURY OBLIGATIONS MONEY
           MARKET FUND, the STOCK FUND and the BOND FUND were 0.40%, 0.48% and
           0.51%, respectively, for the fiscal year ending April 30, 1994. Had
           the Adviser not voluntarily waived its fee, the annual operating
           expenses would have been 0.73%, 1.17%, and 1.09%, respectively. The
           Annual Fund Operating Expenses in the table above are based on
           expenses expected to be incurred during the fiscal year ending April
           30, 1995. During the course of this period, expenses may be more or
           less than the average amount shown.


<TABLE>
<CAPTION>
            EXAMPLE
<S>                                                                          <C>        <C>        <C>        <C>
                An investor would pay the following expenses on a $1,000 investment, assuming (1) a hypothetical 5%
         annual return and (2) redemption at the end of each time period:
                                                                              1 YEAR     3 YEARS    5 YEARS   10 YEARS
            Treasury Obligations Money Market Fund.........................     $5         $16        $28       $ 63
            Stock Fund.....................................................     $53        $72        $91       $147
            Bond Fund......................................................     $48        $66        $86       $142
</TABLE>

             SouthTrust Bank or a SouthTrust Vulcan Funds Dealer may charge
         customer accounts for other services provided to investors.

             The amount of "Other Expenses" in the table above is based on
         estimated expenses and projected assets for the current fiscal year.
         See "Management of the Funds" in this Prospectus and the Statement of
         Additional Information for a further description of the Funds'
         operating expenses.

         THE EXAMPLE SHOWN ABOVE SHOULD NOT BE CONSIDERED A REPRESENTATION OF
         FUTURE INVESTMENT RETURN OR OPERATING EXPENSES. ACTUAL INVESTMENT
         RETURN AND OPERATING EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN. THE
         HYPOTHETICAL RETURNS IN THE EXAMPLE REFLECT FEE WAIVERS AT THE
         ANTICIPATED RATES. THIS EXAMPLE IS BASED ON ESTIMATED DATA FOR THE
         COMPANY'S FISCAL YEAR ENDING APRIL 30, 1995."

2.   Please replace the paragraph "Investment Company Securities" on page 5 with
     the following:

         "INVESTMENT COMPANY SECURITIES.  In connection with the management of
         daily cash positions, each Fund may invest in securities issued by
         other investment companies that invest in short-term debt securities
         and that seek to maintain a $1.00 net asset value per share (i.e.,
         "money market funds"). Securities of other investment companies will be
         acquired within limits prescribed by the Investment Company Act of
         1940, as amended (the "1940 Act"). These limitations, among other
         matters, restrict investments in securities of other investment
         companies to no more than 10% of the value of a Fund's total assets,
         with no more than 5% invested in the securities of any one investment
         company. As a shareholder of another investment company, a Fund would
         bear along with other shareholders in that investment company, its pro
         rata portion of the other investment company's expenses, including
         advisory fees. When investing in other investment companies, certain
         fund expenses, such as custodian fees and administrative fees, may be
         duplicated (that is, these expenses would be in addition to the
         expenses each Fund bears directly in connection with its own
         operations). The Adviser will waive its investment advisory fee on
         those Fund assets that are invested in securities of other investment
         companies. The TREASURY MONEY FUND will invest only in money market
         funds which invest in securities of the same or better quality as those
         in which the TREASURY MONEY FUND may invest."

                                                               December 28, 1994

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