PLANTERS FUNDS
N-30D, 1995-03-29
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                                    1
The following is the Semi-Annual Report for the Tennessee Tax-Free Bond
Fund, covering the six-month period ended January 31, 1995.  If you have
any questions or comments, please contact your investment
representative.
TENNESSEE TAX-FREE BOND FUND
PORTFOLIO OF INVESTMENTS
(A Portfolio of The Planters Funds)
January 31, 1995 (unaudited)

                                                                  
Principal                                             Credit      
Amount                                                Rating*     Value

Municipal Notes--99.5%                                                        
            TENNESSEE--99.5%                                      
$500,000    Anderson County, TN, 6.30% Refunding UT               
            GO Bonds, (Rural High School)/(Callable   A           $513,715
            1/1/97 @ 102), 7/1/2001
1,000,000   Chattanooga-Hamilton County, TN,                      
            Hospital Authority Revenue, 5.50%                     
            Refunding Bonds, (Erlanger Medical                    
            Center)/(Callable 10/1/2003 @ 102)/(FSA   AAA         900,650
            Insured)/(Original Issue Yield:  5.85%),
            10/1/2013
465,000     Chattanooga-Hamilton County, TN,                      
            Hospital Authority Revenue, 5.50%                     
            Refunding Bonds, (Erlanger Medical                    
            Center)/(FSA Insured)/(Original Issue     AAA         446,400
            Yield:  5.60%), 10/1/2006
1,130,000   Clarksville, TN, Electric System                      
            Revenue, 5.125% Refunding and                         
            Improvement Bonds, (Callable 9/1/2003 @   A           968,511
            102), 9/1/2011
735,000     Clarksville, TN, Water, Sewer and Gas                 
            Systems, 6.125% Refunding and                         
            Improvement Revenue Bonds, (Callable                  
            2/1/2002 @ 102)/(MBIA Insured)/(Original  AAA         753,118
            Issue Yield:  6.15%), 2/1/2007
500,000     Clarksville, TN, Water, Sewer and Gas                 
            Systems, 6.125% Refunding and                         
            Improvement Revenue Bonds, (Callable                  
            2/1/2002 @ 102)/(MBIA Insured)/(Original  AAA         500,510
            Issue Yield: 6.328%), 2/1/2012
400,000     Hamblen County, TN, Hospital Revenue,                 
            4.90% UT GO Bonds, (Callable 5/1/99 @                 
            102)/(AMBAC Insured), 5/1/2006            AAA         362,816
400,000     Hamilton County, TN, Industrial                       
            Development Revenue, 9.50% Refunding                  
            Bonds, (Series 1985)/(Pre-Refunded        AAA         418,936
            9/1/95 @ 102), 9/1/96 (a)(b)
185,000     Jackson, TN, Health, Educational and                  
            Housing Facilities Revenue, 5.70%                     
            (Jackson-Madison County General           AAA         186,824
            Hospital)/(MBIA Insured), 4/1/99
1,000,000   Jackson, TN, Health, Educational and                  
            Housing Facilities Revenue, 5.90%,                    
            (Jackson-Madison County General           AAA         1,018,130
            Hospital)/(MBIA Insured), 4/1/2000
400,000     Jackson, TN, Water and Sewer Authority                
            Revenue, 5.125% Refunding Bonds,                      
            (Callable 1/1/2003 @ 102)/(AMBAC          AAA         352,828
            Insured), 1/1/2010
440,000     Johnson City, TN, Health and Educational              
            Facilities, 6.75% Refunding Revenue                   
            Bonds, (Johnson City Medical)/(Callable               
            7/1/2001 @ 102)/(MBIA Insured)/(Original  AAA         466,294
            Issue Yield:  6.912%), 7/1/2006
TENNESSEE TAX-FREE BOND FUND
PORTFOLIO OF INVESTMENTS
(A Portfolio of The Planters Funds)
January 31, 1995 (unaudited)

                                                                  
Principal                                             Credit      
Amount                                                Rating*     Value

$810,000    Johnson City, TN, Health and Educational              
            Facilities, 6.75% Refunding Revenue                   
            Bonds, (Johnson City Medical)/(MBIA                   
            Insured)/(Original Issue Yield:           AAA         $875,505
            6.912%)/(Pre-Refunded 7/1/2001 @ 102),
            7/1/2006
805,000     Knox County, TN, Health, Educational and              
            Housing Facilities Revenue, 4.90% ,                   
            (Fort Sanders Alliance)/(Series                       
            A)/(Callable 1/1/2004 @ 102)/(MBIA        AAA         725,522
            Insured)/(Original Issue Yield:  5.10%),
            1/1/2005
150,000     Knox County, TN, Health, Educational and              
            Housing Facilities Revenue, 5.40%                     
            Refunding Bonds, (Fort Sanders Medical                
            Center)/(Callable 1/1/2002 @ 102)/(MBIA   AAA         143,661
            Insured)/(Original Issue Yield:  5.50%),
            1/1/2005
1,000,000   Knox County, TN, Health, Educational and              
            Housing Facilities Revenue, 7.00%, (Fort              
            Sanders Alliance)/(Series C)/(MBIA                    
            Insured)/(Pre-Refunded 1/1/2000 @ 102),   AAA         1,080,900
            1/1/2008
475,000     Knoxville, TN, 5.80% UT GO Bonds,                     
            Refunding and Improvement Revenue,                    
            (Series A)/(Callable 5/1/96 @ 102),       AA-         481,109
            5/1/99
1,000,000   Knoxville, TN, Natural Gas Revenue,                   
            5.05% Refunding Bonds, (Callable                      
            3/1/2000 @ 102)/(Original Issue Yield:    AA          888,020
            5.10%), 3/1/2008
1,330,000   Knoxville, TN, Water Revenue, 5.20%                   
            Refunding and Improvement Bonds,                      
            (Callable 3/1/2000 @ 102)/(Original       AA          1,200,804
            Issue Yield:  5.45%), 3/1/2010
250,000     Memphis, TN, Electric System Revenue,                 
            5.00% Refunding Bonds, (Series            AA          247,280
            A)/(Original Issue Yield:  5.05%),
            1/1/99
1,865,000   Memphis-Shelby County, TN, Airport                    
            Revenue, 6.75% Refunding Bonds, (Federal              
            Express Corp.)/(Callable 9/1/2002 @       BBB         1,866,138
            102), 9/1/2012
230,000     Metropolitan Government Nashville and                 
            Davidson County, TN, 5.25% Refunding UT               
            GO Bonds, (Original Issue Yield:          AA          215,892
            5.45%), 5/15/2007
750,000     Metropolitan Government Nashville and                 
            Davidson County, TN, Electric Revenue,                
            6.00%, (Series A)/(Callable 5/15/2002 @               
            102)/(Original Issue Yield:  6.282%),     AA          712,845
            5/15/2017
1,500,000   Metropolitan Government Nashville and                 
            Davidson County, TN, Health and                       
            Educational Facilities Revenue, 5.20%                 
            Refunding Bonds, (Vanderbilt              AA          1,260,675
            University)/(Callable 7/1/2003 @
            102)/(Original Issue Yield:  5.55%),
            7/1/2018
230,000     Metropolitan Government Nashville and                 
            Davidson County, TN, Water and Sewer                  
            Revenue, 5.20% Refunding Bonds, (FGIC     AAA         202,595
            Insured)/(Original Issue  Yield:
            5.53%), 1/1/2013
TENNESSEE TAX-FREE BOND FUND
PORTFOLIO OF INVESTMENTS
(A Portfolio of The Planters Funds)
January 31, 1995 (unaudited)

                                                                  
Principal                                             Credit      
Amount                                                Rating*     Value

$250,000    Metropolitan Government Nashville and                 
            Davidson County, TN, Water and Sewer                  
            Revenue, 5.75%, (Callable 1/1/2002 @                  
            102)/(AMBAC Insured)/(Original Issue      AAA         $239,307
            Yield:  6.15%), 1/1/2012
770,000     Metropolitan Government Nashville and                 
            Davidson County, TN, Water and Sewer                  
            Revenue, 7.25% Refunding Bonds,           A           798,097
            (Callable 1/1/96 @ 102), 1/1/2006
400,000     Metropolitan Government Nashville and                 
            Davidson County, TN, Water and Sewer                  
            Revenue, 7.30% Refunding Bonds,           A           415,508
            (Callable 1/1/96 @ 102), 1/1/2008
1,380,000   Montgomery County, TN, Public Building                
            Authority Revenue, 7.50%, (Tennessee                  
            County Loan Pool)/(Callable 6/15/95 @                 
            100)/(Prudential Insurance Company of     AA+         1,382,622
            America Insured), 12/15/2000
800,000     Mt. Juliet, TN, Public Building                       
            Authority Revenue, 7.00%, (Series                     
            O)/(Callable 2/1/2001 @ 102)/(MBIA        AAA         858,576
            Insured), 2/1/2006
1,500,000   Putnam County, TN, 5.125% UT GO Bonds,                
            (Public Improvements)/ (Callable                      
            4/1/2003 @ 102)/(MBIA Insured)/(Original  AAA         1,315,815
            Issue Yield:  5.35%), 4/1/2011
400,000     Rutherford County, TN, 5.10% UT GO                    
            Bonds, Capital Outlay Notes, (School                  
            Improvements)/(Original Issue Yield:      AA-         389,424
            5.15%), 6/1/2001
500,000     Shelby County, TN, 5.10% UT GO Bonds,                 
            (Public Improvements),(Callable 3/1/2001              
            @ 101)/(Original Issue Yield:  5.25%),    AA+         440,775
            3/1/2011
500,000     Shelby County, TN, 5.875% Refunding UT                
            GO Bonds, (Series B)/(Callable 3/1/2001               
            @ 101 1/2)/(Original Issue Yield:         AA+         503,965
            5.95%), 3/1/2007
480,000     Shelby County, TN, 6.20% Refunding UT GO              
            Bonds, (Series A)/(Callable 3/1/2000 @                
            101 1/2)/(Original Issue Yield:  6.30%),  AA+         497,131
            3/1/2006
250,000     Shelby County, TN, Health, Educational                
            and Housing Facilities Revenue, 5.00%                 
            Refunding Bonds, (Le Bonhuer Children's               
            Medical Center)/(Series D)/(MBIA          AAA         240,418
            Insured)/(Original Issue Yield:  5.10%),
            8/15/2001
1,000,000   Shelby County, TN, Health, Educational                
            and Housing Facilities Revenue, 6.00%,                
            (St. Joseph Hospital East,                            
            Inc.)/(Callable 3/1/2005 @ 100),          AAA         1,020,400
            3/1/2005 (Escrowed to Maturity) (a)
1,250,000   Shelby County, TN, Health, Educational                
            and Housing Facilities Revenue, 7.40%                 
            Refunding Bonds, (Methodist Health                    
            System)/(Series A)/(Callable 6/1/98 @     AAA         1,342,950
            102)/(MBIA Insured), 6/1/2003
TENNESSEE TAX-FREE BOND FUND
PORTFOLIO OF INVESTMENTS
(A Portfolio of The Planters Funds)
January 31, 1995 (unaudited)

                                                                  
Principal                                             Credit      
Amount                                                Rating*     Value

$1,500,000  Tennessee Housing Development Agency                  
            Mortgage, 5.40% Refunding Revenue Bonds,              
            (Series A)/(Callable 7/1/2003 @ 102),     A+          $1,398,570
            7/1/2004
235,000     Tennessee Housing Development Agency                  
            Mortgage, 5.65% Refunding Revenue Bonds,              
            (Series A)/(Callable 7/1/2003 @ 102),     A+          219,887
            1/1/2007
1,500,000   Tennessee Housing Development Agency                  
            Mortgage, 5.70% Refunding Revenue Bonds,              
            (Series A)/(Callable 7/1/2003 @ 102),     A+          1,402,080
            1/1/2008
1,205,000   Tennessee Housing Development Agency                  
            Mortgage, 5.70% Refunding Revenue Bonds,              
            (Series A)/(Callable 7/1/2003 @ 102),     A+          1,121,518
            7/1/2008
2,050,000   Tennessee Housing Development Agency                  
            Mortgage, 5.85% Refunding Revenue Bonds,              
            (Series A)/(Callable 7/1/2003 @ 102),     A+          1,885,303
            7/1/2013
425,000     Tennessee Housing Development Agency,                 
            6.40% Revenue Bonds, (Homeownership       A+          429,803
            Program-Issue U), 7/1/2000
430,000     Tennessee Housing Development Agency,                 
            6.90% Revenue Bonds, (Homeownership                   
            Program-Issue U)/(Callable 7/1/2001 @     A+          442,947
            102), 7/1/2005
500,000     Tennessee State Local Development                     
            Authority, 5.65% Refunding Revenue                    
            Bonds, State Loan Program, (Series        AA-         488,010
            A)/(Callable 3/1/2003 @ 102), 3/1/2007
495,000     Tennessee State Local Development                     
            Authority, 6.10% Revenue Bonds,                       
            (Community Provider Pooled Loan                       
            Program)/(State Aid                       A-          489,367
            Withholding)/(Callable 10/1/2004 @ 102),
            10/1/2007
195,000     Tennessee State School Board Authority,               
            5.75% Refunding Revenue Bonds, (Callable              
            9/23/94 @ 101)/(GO of Authority),         AA          194,181
            5/1/2006
750,000     Tennessee State School Board Authority,               
            6.25% Refunding Revenue Bonds, (Higher                
            Educational Facilities)/(Series           AA          730,583
            A)/(Callable 5/1/2002 @ 101 1/2),
            5/1/2017
265,000     Tennessee State, 5.375% UT GO Bonds,                  
            (Public Improvements)/(Series                         
            A)/(Callable 7/1/2002 @            101    AA+         263,129
            1/2)/(Original Issue Yield:  5.45%),
            7/1/2003
500,000     Tennessee State, 5.50% UT GO Bonds,                   
            (Public Improvements)/(Series                         
            A)/(Callable 7/1/2002 @            101    AA+         496,065
            1/2)/(Original Issue Yield: 5.65%),
            7/1/2005
300,000     Tennessee State, 6.10% Refunding UT GO                
            Bonds, (Series A), 6/1/2000               AA+         312,267
1,000,000   Tennessee State, 6.60% UT GO Bonds,                   
            (Miscellaneous Improvements)/(Series                  
            B)/(Callable 6/1/2001 @ 101 1/2),         AA+         1,070,910
            6/1/2004
TENNESSEE TAX-FREE BOND FUND
PORTFOLIO OF INVESTMENTS
(A Portfolio of The Planters Funds)
January 31, 1995 (unaudited)

                                                                  
Principal                                             Credit      
Amount                                                Rating*     Value

$1,035,000  Williamson County, TN, 6.00% Refunding                
            UT GO Bonds, 3/1/2008                     AA          $1,046,157
            Total Long-Term Municipal Securities (c)              $38,225,44
            (identified cost $ 40,504,938)                        3
                                                                               
(a)   The issuer of this security has placed U.S. government securities in      
      escrow with a trustee.  The proceeds from the government securities
      will be used to pay principal and interest on the security.
                                                                              
(b)   While this security is unrated, the Fund's managers are of the opinion    
      that it is comparable to the highest quality ratings issued by Moody's
      or Standard & Poor's.
                                                                               
(c)   The cost of investments for federal tax purposes amounts to               
      $40,504,938.  The net unrealized depreciation of investments on a
      federal tax basis amounts to $2,279,495, which is comprised of $10,745
      appreciation and $2,290,240 depreciation at January 31, 1995.

*     Please refer to the Appendix of the Statement of Additional
      Information for an explanation of the credit ratings.  Current credit
      ratings are unaudited.

Note  The categories of investments are shown as a percentage of net assets
:     ($38,423,241) at January 31, 1995.

The following abbreviations are used throughout this portfolio:
AMBAC    --American Municipal Bond Assurance
         Corporation
FGIC     --Financial Guaranty Insurance Company
FSA      --Financial Security Assurance
GO       --General Obligation
MBIA     --Municipal Bond Investors Assurance
UT       --Unlimited Tax

(See Notes which are an integral part of the Financial Statements)

TENNESSEE TAX-FREE BOND FUND
(A PORTFOLIO OF THE PLANTERS FUNDS )
STATEMENT OF ASSETS AND LIABILITIES
January 31, 1995 (unaudited)
Assets:
Investments in securities (identified cost and tax cost $ 40,504,938)$38,225,443
Income receivable                                                   558,850
Receivable for shares sold                                           10,200
Deferred expenses                                                    22,722
  Total assets                                                  38,817,215
Liabilities:
Payable to Bank                                        $312,168
Payable for shares redeemed                              56,811
Accrued expenses                                         24,995
  Total liabilities                                                393,974
Net Assets for 3,855,166 shares of beneficial interest outstanding$ 38,423,241
Net Assets Consists of:
Paid in capital                                                $ 40,747,606
Net unrealized appreciation (depreciation) of investments       (2,279,495)
Accumulated net realized gain (loss) on investments               (153,288)
Undistributed net investment income                                 108,418
  Total Net Assets                                            $ 38,423,241
Net Asset Value, and Redemption Proceeds PER SHARE:
($38,423,241/3,855,166 shares of beneficial interest outstanding)     $9.97
Computation of Offering Price:
Offering Price Per Share (100/98 of $9.97)*                          $10.17



* See "What Shares Cost" in the Prospectus.
(See Notes which are an integral part of the Financial Statements)

TENNESSEE TAX-FREE BOND FUND
(A PORTFOLIO OF THE PLANTERS FUNDS)
STATEMENT OF OPERATIONS
Six months ended January 31, 1995 (unaudited)
Investment Income:
Interest income                                                 $ 1,101,259
Expenses:
Investment advisory fee                               $ 147,608
Administrative personnel and services fee                60,494
Custodian fees                                           10,709
Transfer agent and dividend disbursing agent fees and expenses14,354
Trustees fees                                             4,509
Auditing fees                                             7,513
Legal fees                                                3,431
Portfolio accounting fees                                28,591
Share registration costs                                  9,139
Printing and postage                                      8,516
Insurance premiums                                        3,005
Miscellaneous                                             1,496
  Total expenses                                       299,365
Deduct -
Waiver of investment advisory fee        ($147,608)
Waiver of administrative personnel and services fee   (37,808)
  Total waivers                                      (185,416)
    Net expenses                                                   113,949
       Net investment income                                       987,310
Realized and Unrealized Gain (Loss) on Investments:
Net realized gain (loss) on investments                           (103,789)
Net change in unrealized appreciation (depreciation) on investments (917,739)
  Net realized and unrealized gain (loss) on investments       (1,021,528)
    Change in net assets resulting from operations               ($34,218)


(See Notes which are an integral part of the Financial Statements)

TENNESSEE TAX-FREE BOND FUND
(A PORTFOLIO OF THE PLANTERS FUNDS)
STATEMENT OF CHANGES IN NET ASSETS

                                             SIX MONTHS         
                                             ENDED
                                             JANUARY 31,        YEAR ENDED
                                             1995
                                             (UNAUDITED)        JULY 31,
                                                                1994*
Increase (Decrease) in Net Assets:                              
Operations-                                                     
Net investment income                        $987,310           $1,564,175
Net realized gain (loss) on investment                          
transactions ($103,789 and
$49,499, net loss, respectively, as          (103,789)          (49,499)
computed for federal tax purposes)
Net change in unrealized appreciation        (917,739)          (1,361,756)
(depreciation)
Change in assets resulting from operations   (34,218)           152,920
Distributions to Shareholders-                                  
Distributions from net investment income     (1,002,623)        (1,440,444)
Share Transactions-                                             
Proceeds from sale of Shares                 1,812,034          50,071,452
Net asset value of Shares issued to                             
shareholders in
payment of distributions declared            75,094             151,236
Cost of Shares redeemed                      (4,826,769)        (6,535,441)
Change in net assets resulting from Fund     (2,939,641)        43,687,247
share transactions
Change in net assets                         (3,976,482)         42,399,723
Net Assets:                                                     
Beginning of period                          42,399,723         -----------
                                                                --
End of period (including undistributed net                      
investment income
of $108,418 and $123,731, respectively)      $ 38,423,241       $
                                                                42,399,723


* For the period from August 5, 1993  (start of business) to July 31,
1994.
(See Notes which are an integral part of the Financial Statements)

TENNESSEE TAX-FREE BOND FUND
(A PORTFOLIO OF THE PLANTERS FUNDS)
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)


                                    Six Months  
                                    Ended       Year
                                    January     Ended
                                    31,  1995   July 31,
                                    (unaudited  1994 (a)
                                    )
NET ASSET VALUE, BEGINNING OF       $10.22      $10.50
PERIOD
Income from investment operations               
Net investment income                0.25        0.44
Net realized and unrealized gain     (0.25)      (0.31)
(loss) on  investments
Total from investment operations    0.00        0.13
Less distributions                              
Distributions from net investment    (0.25)      (0.41)
income
NET ASSET VALUE, END OF PERIOD      $9.97       $10.22
Total Return (b)                    0.10%       1.19%
Ratios to average net assets                    
Expenses                             0.58%(c)    0.56%(c)
Net investment income                5.02%(c)    4.69%(c)
Expense waiver/reimbursement (d)     0.94%(c)    0.87%(c)
Supplemental data                               
Net assets,  end of period (000      $38,423     $42,400
omitted)
Portfolio Turnover                   0%          30%
                                                
                                                 
                                                 
 
(a)  Reflects operations for the period from August 30, 1993 (date of
initial public investment) to July 31, 1994.
      For the period from August 5, 1993 (start of business) to August
29, 1993, all income was distributed to the administrator.
(b)  Based on net asset value, which does not reflect the sales load or
contingent deferred sales charge, if applicable.
(c)  Computed on an annualized basis.
(d)  This voluntary expense decrease is reflected in both the expense
and net investment income ratios shown above.

(See Notes which are an integral part of the Financial Statements)

TENNESSEE TAX-FREE BOND FUND
NOTES TO FINANCIAL STATEMENTS
(A PORTFOLIO OF THE PLANTERS FUNDS)
JANUARY 31, 1995 (UNAUDITED)

1. ORGANIZATION

The Planters Funds (the "Trust") is registered under the Investment
Company Act of 1940, as amended (the "Act"), as an open-end, non-
diversified management investment company.  The financial statements
presented herein are those of Tennessee Tax-Free Bond Fund (the "Fund").
At January 31, 1995, the Trust did not offer any other portfolios.


2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies
consistently followed by the Fund in the preparation of its financial
statements. These policies are in conformity with generally accepted
accounting principles.

A. Investment Valuations - Municipal bonds are valued by an independent
   pricing service, taking into consideration yield, liquidity, risk,
   credit quality, coupon, maturity, type of issue, and any other
   factors or market data the pricing service deems relevant in
   determining valuations for normal institutional size trading units of
   debt securities.  The independent pricing service does not rely
   exclusively on quoted prices.  Short-term securities with remaining
   maturities of sixty days or less at the time of purchase may be
   valued at amortized cost, which approximates fair market value.

B. Investment Income, Expenses and Distributions - Interest income and
   expenses are accrued daily.  Bond premium and discount, if
   applicable, are amortized as required by the Internal Revenue Code,
   as amended (the "Code").  Distributions to shareholders are recorded
   on the ex-dividend date.

C. Federal Taxes - It is the Fund's policy to comply with the provisions
   of the Code applicable to regulated investment companies and to
   distribute to shareholders each year substantially all of its income.
   Accordingly, no provisions for federal tax are necessary.

   Additionally, net capital losses of $49,499 attributable to security
   transactions incurred after October 31, 1993 are treated as arising
   on August 1, 1994, the first day of the Fund's next taxable year.

D. When-Issued and Delayed Delivery Transactions - The Fund may engage
   in when-issued or delayed delivery transactions.  The Fund records
   when-issued securities on the trade date and maintains security
   positions such that sufficient liquid assets will be available to
   make payment for the securities purchased.  Securities purchased on a
   when-issued or delayed delivery basis are marked to market daily and
   begin earning interest on the settlement date.

E. Deferred Expenses - The costs incurred by the Fund with respect to
   registration of its shares in its first fiscal year, excluding the
   initial expense of registering its shares, have been deferred and are
   being amortized using the straight-line method not to exceed a period
   of five years from the Fund's commencement date.

F.                            Concentration of Credit Risk - Since the
   Fund invests a substantial portion of its assets in issuers located
   in one state, it will be more susceptible to factors adversely
   affecting issuers of that state than would be a comparable general
   tax-exempt mutual fund.  In order to reduce the credit risk
   associated with such factors, at January 31, 1995, 37% of the
   securities in the portfolio of investments are backed by letters of
   credit or bond insurance of various financial institutions and
   financial guaranty assurance agencies.  The value of investments
   insured by or supported (backed) by a letter of credit for any one
   institution or agency did not exceed 25% of total investments.

G. Other - Investment transactions are accounted for on the trade date.

3. SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited
number of full and fractional shares of beneficial interest (without par
value).  Transactions in Fund shares were as follows:


                        SIX      
                        MONTHS   Year
                        ENDED    ENDED
                        1/31/95  7/31/94
                                 *
Shares sold             183,037  4,761,8
                                 47
Shares issued to        7,625    14,402
shareholders in                  
  payment of dividends
declared
Shares redeemed         (483,87  (627,86
                        9)       6)
Net change resulting    (293,21  4,148,3
from                    7)       83
  Fund share                     
transactions

*For the period from August 5, 1993 (start of business) to July 31,
1994.

4. INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

   Investment Advisory Fee - Union Planters National Bank, the Fund's
   investment adviser, (the "Adviser"), receives for its services an
   annual investment advisory fee equal to .75 of 1% of the Fund's
   average daily net assets.
   
   The Adviser may voluntarily choose to waive any portion of its fee.
   The Adviser can modify or terminate this voluntary waiver at any time
   at its sole discretion.
   
   Administrative Fee - Federated Administrative Services ("FAS")
   provides the Fund with certain administrative personnel and services.
   The FAS fee is based on the level of average aggregate net assets of
   the Trust for the period.  FAS may voluntarily choose to waive a
   portion of its fee.

   Transfer Agent Fees - Federated Services Company ("FServ") serves as
   transfer and dividend disbursing agent for the Fund.  This fee is
   based on the size, type, and number of accounts and transactions made
   by shareholders.

   Portfolio Accounting Fees - FServ maintains the Fund's accounting
   records.  The fee is based on the level of the Fund's average net
   assets for the period, plus out-of-pocket expenses.

   Organizational Expenses - Organizational expenses of $35,622 were
   initially borne by FAS.
   The Fund has agreed to reimburse FAS for the organizational expenses
   during the five year period following August 27, 1993 (the date the
   Trust first became effective).  For the six months ended January 31,
   1995, the Fund paid $1,381 pursuant to this agreement.

   Certain of the Officers and Trustees of the Fund are Officers and
   Directors or Trustees of the above companies.

5. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding short-term securities, for
the six months ended January 31, 1995, were as follows:
   
            PURCHASES            $144,113
            SALES             $2,716,286





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