PLANTERS FUNDS, 485APOS, 1999-10-01

PLANTERS FUNDS
485APOS, 1999-10-01

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1933 Act File No. 33-49701
1940 Act File No. 811-7065

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. 10 X

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
-------

Amendment No. 7 X

THE PLANTERS FUNDS
(Exact Name of Registrant as Specified in Charter)

5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7010

(Address of Principal Executive Offices)

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

John W. McGonigle, Esquire
Federated Investors Tower

1001 Liberty Avenue

Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)

(Notices should be sent to the Agent for Service)

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b)
on pursuant to paragraph (b)

X 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:

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

Copies To:

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

Prospectus

TENNESSEE TAX-FREE BOND FUND

A Portfolio of The Planters Funds

A mutual fund seeking to provide current income exempt from federal income tax
and personal income taxes imposed by the state of Tennessee and Tennessee
municipalities by investing in municipal securities issued by or on behalf of
the state of Tennessee and Tennessee municipalities as well as those issued by
states, territories and possessions of the United States that are not issued by
or on behalf of Tennessee and its political subdivisions, but which are exempt
from Tennessee state income tax.

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

Contents
Risk/Return Summary 2
What are the Fund's Fees and Expenses? 4
What are the Fund's Investment Strategies? 5
What are the Principal Securities in Which the Fund Invests?
5
What are the Specific Risks of Investing in the Fund? 8
What do Shares Cost? 9
How is the Fund Sold? 10
How to Purchase Shares 10
How to Redeem Shares 10
Account and Share Information 12
Who Manages the Fund? 12
Financial Information 14

November 30, 1999

<PAGE>

RISK/RETURN SUMMARY

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?
The Fund's investment objective is to provide current income exempt from federal
income tax and personal income taxes imposed by the state of Tennessee and
Tennessee municipalities. While there is no assurance that the Fund will achieve
its investment objective, it endeavors to do so by following the strategies and
policies described in this prospectus.

WHAT ARE THE FUND'S MAIN INVESTMENT STRATEGIES?
The Fund pursues its investment objective by investing primarily in a portfolio
of Tennessee municipal securities which include those issued by or on behalf of
the state of Tennessee and Tennessee municipalities as well as those issued by
states, territories and possessions of the United States that are not issued by
or on behalf of Tennessee and its political subdivisions, but which are exempt
from Tennessee state income tax.

At least 80% of the Fund's income will be exempt from federal income tax
(including alternative minimum tax) and personal income tax imposed by the state
of Tennessee and Tennessee municipalities. Interest income of the Fund that is
exempt from the income tax described above retains its exempt status when
distributed to the Fund's shareholders. However, income distributed by the Fund
may not necessarily be exempt from state or municipal taxes in states other than
Tennessee.

The Fund will not borrow money directly or through reverse repurchase agreements
(arrangements in which the Fund sells a portfolio instrument for a percentage of
its cash value with an agreement to buy it back on a set date) or pledge
securities except, under certain circumstances, the Fund may borrow up to
one-third of the value of its total assets and pledge assets as necessary to
secure such borrowings.

WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?

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:

Risks of Investing in Municipal Securities
o Investing in municipal securities which meet the Fund's quality standards may
not be possible if the issuer or its municipalities do not maintain their
current credit ratings.
o Certain constitutional amendments, legislative measures, executive orders,
administrative regulations, and voter initiatives could result in adverse
consequences affecting municipal securities.

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. Duration measures the price sensitivity of
a fixed income security to changes in interest rates.

The Fund is non-diversified. Compared to diversified mutual funds, it may invest
a higher percentage of its assets among fewer issuers of portfolio securities.
This increases the Fund's risk by magnifying the impact (positively or
negatively) that any one issuer has on the Fund's Share price and performance.

The Shares offered by this prospectus are not deposits or obligations of any
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>

Risk/Return Bar Chart and Table
Tennessee Tax-Free Bond Fund

The graphic presentation displayed here consists of a bar chart representing the
annual total returns of Tennessee Tax-Free Bond Fund as of the calendar year-end
for each of five years.

The `y' axis reflects the "% Total Return" beginning with "-5.00%" and
increasing in increments of 5.00% up to 20.00%.

The `x' axis represents calculation periods from the earliest first full
calendar year-end of the Fund's start of business through the calendar year
ended December 31, 1998. The light gray shaded chart features five distinct
vertical bars, each shaded in charcoal, and each visually representing by height
the total return percentages for the calendar year stated directly at its base.
The calculated total return percentage for the Fund for each calendar year is
stated directly at the top of each respective bar, for the calendar years 1994
through 1998, The percentages noted are: -4.44%, 16.09%, 3.46%, 6.81% and 4.68%.

The bar chart shows the variability of the Fund's total returns on a calendar
year-end basis.

The total returns displayed for the Fund do not reflect the payment of any sales
charges or recurring shareholder account fees. If these charges or fees had been
included, the returns shown would have been lower.

The Fund's total return for the nine-month period from January 1, 1999 to
September 30, 1999 was ____%.

Within the period shown in the Chart, the Fund's highest quarterly return was
6.96% (quarter ended March 31, 1995). Its lowest quarterly return was (4.73%)
(quarter ended March 31, 1994).

Average Annual Total Return Table
The following table represents the Fund's Average Annual Total Returns, reduced
to reflect applicable sales charges, for the calendar periods ended December 31,
1998. The table shows the Fund's total returns averaged over a period of years
relative to the Lehman Brothers 10 Year Municipal Bond Index (LBMBI), a
broad-based market index and the Lipper Intermediate Municipal Bond Average
(LIMBA), an average of funds with similar investment objectives. The LBMBI is an
index of municipal bonds having a minimum credit rating of at least Baa. Total
returns for the indexes shown do not reflect sales charges, expenses or other
fees that the SEC requires to be reflected in the Fund's performance. Indexes
are unmanaged, and it is not possible to invest directly in an index.

Calendar Period Fund LBMBI LIMBA
1 Year 2.62% % %
5 Years 4.70% % %
Start of Performance1 5.04% % %
1 The Fund's start of performance date was August 30, 1993.

Past performance does not necessarily predict future performance. This
information provides you with historical performance information so that you can
analyze whether the Fund's investment risks are balanced by its potential
returns.

<PAGE>

WHAT ARE THE FUND'S FEES AND EXPENSES?

TENNESSEE TAX-FREE BOND 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> <C>

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

Annual Fund Operating Expenses (Before Waiver)(1)
Expenses That are Deducted From Fund Assets (as a percentage of average net
assets)
Management Fee(2) 0.75%
Distribution (12b-1) Fee None
Shareholder Services Fee None
Other Expenses 1.34%
Total Annual Fund Operating Expenses 2.09%
1 Although not contractually obligated to do so, the Adviser waived certain amounts. These
are shown below along with the net expenses the Fund actually paid for the fiscal year
ended July 31, 1999.
Total Waiver of Fund Expenses 0.75%
Total Actual Annual Fund Operating Expenses (after waiver) 1.34%

2 The Adviser voluntarily waived a portion of the management fee. The Adviser
can terminate this voluntary waiver at any time. The management fee paid by
the Fund (after the voluntary waiver) was 0.00% for the year ended July 31,
1999.
</TABLE>

Example
This Example is intended to help you compare the cost of investing in the Fund's
Shares with the cost of investing in other mutual funds. The Example assumes
that you invest $10,000 in the Fund's Shares for the time periods indicated and
then redeem all of your Shares at the end of those periods. The Example also
assumes that your investment has a 5% return each year and that the Fund's
Shares operating expenses are 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
Tennessee Tax-Free Bond Fund $408 $842 $1,301 $2,572

<PAGE>

WHAT ARE THE FUND'S INVESTMENT STRATEGIES?

The Fund normally invests its assets so that at least 80% of its annual interest
income is exempt from federal income tax and the personal income taxes imposed
by the state of Tennessee and Tennessee municipalities and at least 65% of the
value of its total assets will be invested in bonds.

The Adviser selects investments after assessing factors such as trends in
interest rates, credit worthiness, the supply of appropriate municipal bonds and
portfolio diversification.

WHAT ARE THE PRINCIPAL SECURITIES IN WHICH THE FUND INVESTS?

Following are descriptions of the different types of securities that may
comprise the principal securities of the Fund.

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.

Participation Interests
The Fund may purchase participation interests in Tennessee Municipal Securities
from financial institutions such as commercial banks, savings associations and
insurance companies. These participation interests may take the form of
participations, beneficial interests in a trust, partnership interests or any
other form of indirect ownership that allows the Fund to treat the income from
the investment as exempt from federal income tax. The financial institutions
from which the Fund purchases participation interests frequently provide or
secure irrevocable letters of credit or guarantees to assure that the
participation interests are of high quality.

Investing in Securities of Other Investment Companies
The 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.

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, the Fund must rely entirely upon the
Adviser's credit assessment that the security is comparable to investment grade.

Temporary Defensive Investments
The Fund may temporarily depart from its principal investment strategies by
investing its assets in cash and shorter-term 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.

Although the Fund is permitted to make taxable, temporary investments, there is
not current intention of generating income subject to federal income tax or
personal income taxes imposed by the state of Tennessee or Tennessee
municipalities.

<PAGE>

WHAT ARE THE SPECIFIC RISKS OF INVESTING IN THE FUND?

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.

Credit Risks
o Many fixed income securities receive credit ratings from services such as
Standard & Poor's and Moody's Investors 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, the 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
the Fund will fail to meet its obligations. This could cause the Fund to lose
the benefit of the transaction or prevent the Fund from selling or buying
other securities to implement its investment strategy.

<PAGE>

WHAT DO SHARES COST?

You can purchase or redeem Shares any day the New York Stock Exchange (NYSE) and
Federal Reserve wire system are 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) plus any applicable front-end sales charge
(public offering price). NAV is determined at the end of regular trading
(normally 4:00 p.m. Eastern time) each day the NYSE is open. The Fund generally
values fixed income securities at the last sale price on a national securities
exchange, if available, otherwise, as determined by an independent pricing
service.

The following table summarizes the minimum required investment amount and the
maximum sales charge, if any, that you will pay on an investment in the Fund.
Keep in mind that investment professionals may charge you fees for their
services in connection with your Share transactions.

Maximum Sales Charge

<PAGE>

Minimum Initial/Subsequent Contingent Deferred
Investment Amounts Front-End Sales Charge1 Sales Charge2
$1,000/$100 2.00% None

1 Front-End Sales Charge is expressed as a percentage of public offering
price. See "Sales Charge When You Purchase."

2 See "Sales Charge When You Redeem."

SALES CHARGE WHEN YOU PURCHASE

<PAGE>

Sales Charge as a Percentage Sales Charge as a
Purchase Amount of Public Offering Price Percentage of NAV
Less than $250,000 2.00% 2.04%
$250,000 but less than $500,000 1.50% 1.52%
$500,000 but less than $1 million 1.00% 1.01%
$1 million or greater 0.00% 0.00%
</TABLE>

The sales charge at purchase may be eliminated by:

o purchasing Shares in greater quantities to reduce the applicable sales
charge;

o combining concurrent purchases of Shares by you, your spouse, and your
children under age 21;

o accumulating purchases (in calculating the sales charge on an additional
purchase, include the current value of previous Share purchases still
invested in the Fund); or

o signing a letter of intent to purchase a specific dollar amount of Shares
within 13 months (call your investment professional or the Fund for more
information).

The sales charge will be eliminated when you purchase Shares:

o as a Trust customer of Union Planters;

o as an employee and retired employee of Union Planters and its affiliates,
and their spouses and children under age 21;

o through bank trust departments, and investment advisers registered under the
Investment Advisers Act of 1940, as amended (however, trust departments and
investment advisers may charge you an additional service fee); or

o through insurance companies and credit unions.

If your investment qualifies for an elimination of the sales charge, you or your
investment professional should notify the Fund's Distributor at the time of
purchase. If the Distributor is not notified, you will receive the reduced sales
charge only on additional purchases, and not retroactively on previous
purchases.

<PAGE>

HOW IS THE FUND SOLD?

The Fund's Distributor, Federated Securities Corp., markets the Shares described
in this prospectus to customers of financial institutions such as
broker/dealers, banks, fiduciaries, and investment advisers. The Fund may not be
a suitable investment for retirement plans or for non-Tennessee taxpayers
because it invests in Tennessee municipal securities.

When the Distributor receives sales charges, 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).

HOW TO PURCHASE SHARES

You may purchase Shares through an investment professional or directly from
Union Planters Brokerage Services. Texas residents must purchase Shares through
the Fund's Distributor. The Fund reserves the right to reject any request to
purchase Shares.

THROUGH AN INVESTMENT PROFESSIONAL
o Establish an account with the investment professional; and

o Submit your purchase order to the investment professional before the end of
regular trading on the NYSE (normally 4:00 p.m. Eastern time). You will
receive the next calculated NAV if the investment professional forwards the
order to the Fund on the same day and the Fund receives payment within three
business days. You will become the owner of Shares and receive dividends when
the Fund receives your payment.

THROUGH union planters brokerage services
o Telephone Union Planters Brokerage Services at 1-800-238-7125; and

o Send your payment to Union Planters Brokerage Services by Federal
Reserve wire or check.

You will become the owner of Shares and your Shares will be priced at the next
calculated NAV after the Fund receives your wire or your check. If your check
does not clear, your purchase will be canceled and you could be liable for any
losses or fees the Fund or its transfer agent incurs.

Payment should be made in U.S. dollars and drawn on a U.S. bank. The Fund will
not accept third-party checks (checks originally payable to someone other than
you or the Fund).

HOW TO REDEEM SHARES

By Telephone
You may redeem shares by calling your financial institution (such as a bank or
an investment dealer) to request the redemption. Shares will be redeemed at the
net asset value next determine after the Fund receives the redemption request
from the financial institution. Redemption requests through a registered
broker/dealer must be received by the broker before 4:00 p.m. (Eastern time) and
must be transmitted by the broker to the Fund before 5:00 p.m. (Eastern time) in
order for shares to be redeemed at that day's net asset value. Redemption
requests through other financial institutions must be received by the financial
institution and transmitted to the Fund before 4:00 p.m. (Eastern time) in order
for shares to be redeemed at that day's net asset value. The financial
institution is responsible for promptly submitting redemption requests and
providing proper written redemption instructions to the Fund. The financial
institution may charge customary fees and commissions for this service.

By Mail
You may redeem shares by sending a written request to Federated Securities
Corp., as appropriate. The written request should include the shareholder's
name, the Fund name, the account number, and the share or dollar amount
requested. If share certificates have been issued, they must be properly
endorsed and should be sent by registered or certified mail with the written
request. Shareholders should call Federated Securities Corp. at 1-800-356-2805
for assistance in redeeming by mail.

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 a redemption is payable to someone other than the shareholder(s) of
record.

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 shareholder's authorization 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.

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
Fund's ability to manage its assets.

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

ADDITIONAL CONDITIONS

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

Share Certificates

The Fund does not issue share certificates.

<PAGE>

ACCOUNT AND SHARE INFORMATION

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

DIVIDENDS AND CAPITAL GAINS
The Fund declares and pays any dividends monthly to shareholders. Dividends are
declared just prior to determining net asset value. Dividends are paid to all
shareholders invested in the Fund on the record date. The record date is the
date on which a shareholder must officially own Shares in order to earn a
dividend. 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 a Fund declares a 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 capital gain. Contact
your investment professional or the Fund for information concerning when
dividends and capital gains will be paid.

ACCOUNTS WITH LOW BALANCES
Due to the high cost of maintaining accounts with low balances, accounts may be
closed if redemptions 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.

TAX INFORMATION
The Fund sends an annual statement of your account activity to assist you in
completing your federal, state and local tax returns. It is anticipated that
Fund distributions will be primarily dividends that are exempt from federal
income tax, although a portion of the Fund's dividends may not be exempt.
Dividends may be subject to state and local taxes, although the Fund's dividends
will be exempt from Tennessee state personal income tax to the extent they are
derived from interest on obligations exempt from Tennessee personal income
taxes. Under existing Tennessee law, shareholders of the Fund will not be
subject to Tennessee personal income taxes on Fund dividends to the extent that
such dividends represent "exempt-interest dividends" as defined in the Code,
which are directly attributable to (i) interest on obligations of the state of
Tennessee or any of its political subdivisions; or (ii) interest on certain
obligations of the United States, or any agency or instrumentality thereof.
Capital gains and non-exempt dividends are taxable whether paid in cash or
reinvested in the Fund. Redemptions 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, Union Planters National Bank (Union Planters). The Adviser manages the
Fund's assets, including buying and selling portfolio securities. The Adviser's
address is _________.

Founded in 1869, Union Planters, a national banking association, is a
wholly-owned subsidiary of Union Planters Corporation, a multi-bank holding
company headquartered in Memphis, Tennessee. Union Planters is a commercial bank
offering a wide range of banking services to its customers. The Adviser has been
managing trust assets for over 80 years. As of December 31, 1998, the Trust
Group of Union Planters had approximately $_____ under administration, of which
it had investment discretion over approximately $_____. Union Planters has
served as Adviser to the Fund since its inception.

As part of its regular banking operations, Union Planters may make loans to
public companies. Thus, it may be possible, from time to time, for the Fund to
hold or acquire the securities of issuers which are also lending clients of
Union Planters. The lending relationship will not be a factor in the selection
of securities.

The Fund's portfolio manager is L. Clark Zedric. Mr. Zedric has been the Fund's
portfolio manager since August 1998. Mr. Zedric managed common trust funds and
mutual funds for Magna Bank, N.A. from 1987 until it merged its operations with
Union Planters in July 1998. Mr. Zedric received his MBA from Illinois State
University.

Advisory Fees
The Adviser receives an annual investment advisory fee of 0.75% of the Fund's
average daily net assets. The Adviser may voluntarily waive a portion of its fee
or reimburse the Fund for certain operating expenses but reserves the right to
terminate such waiver or reimbursement at any time at its sole discretion.

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, 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.

<PAGE>

FINANCIAL INFORMATION

FINANCIAL HIGHLIGHTS
The Financial Highlights will help you understand the Fund's financial
performance for its past five fiscal years. Some of the information is presented
on a per share basis. Total returns represent the rate an investor would have
earned (or lost) on an investment in the Fund, assuming reinvestment of any
dividends and capital gains.

This information has been audited by PricewaterhouseCoopers LLP, whose report,
along with the Fund's audited financial statements, is included in the Annual
Report.

[FINANCIAL HIGHLIGHTS WILL BE FILED BY AMENDMENT.]

<PAGE>

TENNESSEE TAX-FREE BOND FUND

A Portfolio of The Planters Funds

A Statement of Additional Information (SAI) dated November 30, 1999, is
incorporated by reference into this prospectus. Additional information about the
Fund and its investments is contained in the Fund's SAI and Annual and
Semi-Annual Reports to shareholders as they become available. The Annual Report'
Management Discussion and Analysis discusses market conditions and investment
strategies that significantly affected the Fund's performance during its last
fiscal year. To obtain the SAI, the Annual Report, Semi-Annual Report and other
information without charge, and make inquiries, call [your investment
professional] or Union Planters Brokerage Services at 1-800-238-7125.

You can obtain information about the Fund (including the SAI) by writing to or
visiting the Public Reference Room in Washington, D.C. You may also access fund
information from the EDGAR Database on the SEC's Internet site at
http://www.sec.gov. You can purchase copies of this information by contacting
the SEC by email at [email protected]. or by writing to the SEC's Public
Reference Section, Washington, D.C 20549-0102. Call 1-202-942-8090 for
information on the Public Reference Room's operations and copying fees.

Investment Company Act File No. 811-7065
Cusip 727426108

3072709A (11/99)

Statement of Additional Information

TENNESSEE TAX-FREE BOND FUND

A Portfolio of The Planters Funds

This Statement of Additional Information (SAI) is not a prospectus. Read this
SAI in conjunction with the prospectus for Tennessee Tax-Free Bond Fund (Fund),
dated November 30, 1999. This SAI incorporates by reference the Fund's Annual
Report. Obtain the prospectus or the Annual Report without charge by calling
1-800-238-7125.

november 30, 1999

Contents
How is the Fund Organized? 2
Securities in Which the Fund Invests 2
What do Shares Cost? 4
How is the Fund Sold? 5
Redemption in Kind 5
Massachusetts Partnership Law 5
Account and Share Information 6
Tax Information 6
Who Manages and Provides Services to the Fund? 6
How Does the Fund Measure Performance? 10
Financial Information 13
Investment Ratings 14
Addresses 17
Cusip 727426108

3072709B (11/99)

<PAGE>

HOW IS THE FUND ORGANIZED?

The Fund is a non-diversified portfolio of The Planters Funds (Trust). The Trust
is an open-end, management investment company that was established under the
laws of the Commonwealth of Massachusetts on May 14, 1993. The Trust may offer
separate series of shares representing interests in separate portfolios of
securities.

The Fund's investment adviser is Union Planters National Bank (Adviser).

SECURITIES IN WHICH THE FUND INVESTS

In pursuing its investment strategy, the Fund may invest in the following
securities for any purpose that is consistent with its investment objective.

SECURITIES DESCRIPTIONS AND TECHNIQUES

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.

INVESTMENT RISKS
There are many factors which may affect an investment in the Fund. The Fund's
principal risks are described in its prospectus.

Fundamental INVESTMENT Objective and PolicY
The Fund's investment objective is to provide current income exempt from federal
income tax and personal income taxes imposed by the state of Tennessee and
Tennessee municipalities. The investment objective may not be changed by the
Fund's Trustees without shareholder approval.

The Fund will invest its assets so that, under normal market conditions, at
least 80% of its income will be exempt from federal income tax (including
alternative minimum tax) and personal income tax imposed by the state of
Tennessee and Tennessee municipalities.

INVESTMENT LIMITATIONS

Selling Short and Buying on Margin
The Fund will not sell any securities short or purchase any securities on margin
but may obtain such short-term credits as may be necessary for clearance of
purchases and sales of securities.

Issuing Senior Securities and Borrowing Money
The Fund will not issue senior securities except that the Fund may borrow money
in amounts up to one-third of the value of its total assets, including the
amounts borrowed. The Fund will not borrow money for investment leverage, but
rather as a temporary, extraordinary, or emergency measure to facilitate
management of the portfolio by enabling the Fund to meet redemption requests
when the liquidation of portfolio securities is deemed to be inconvenient or
disadvantageous. The Fund will not purchase any securities while borrowings in
excess of 5% of its total assets are outstanding.

Pledging Assets
The Fund will not mortgage, pledge, or hypothecate its assets except to secure
permitted borrowings. In those cases, it may mortgage, pledge, or hypothecate
assets having a market value not exceeding 10% of the value of its total assets
at the time of the pledge.

Underwriting
The Fund will not underwrite any issue of securities except as it may be deemed
to be an underwriter under the Securities Act of 1933 in connection with the
sale of securities in accordance with its investment objective, policies, and
limitations.

Investing in Commodities
The Fund will not buy or sell commodities, commodity contracts, or commodity
futures contracts.

Investing in Real Estate
The Fund will not purchase or sell real estate, including limited partnership
interests, although it may invest in municipal bonds secured by real estate or
interests in real estate.

Lending Cash or Securities
The Fund will not lend any of its assets except portfolio securities up to
one-third of the value of its total assets. The Fund may, however, acquire
publicly or non-publicly issued municipal bonds or temporary investments or
enter into repurchase agreements in accordance with its investment objective,
policies and limitations.

Dealing in Puts And Calls
The Fund will not buy or sell puts, calls, straddles, spreads, or any
combination of these.

Concentration of Investments
The Fund will not purchase securities if, as a result of such purchase, 25% or
more of the value of its total assets would be invested in any one industry or
in industrial development bonds or other securities, the interest upon which is
paid from revenues of similar types of projects. However, under other than
normal market conditions, the Fund may invest more than 25% of the value of its
assets in cash or cash items, securities issued or guaranteed by the U.S.
government, its agencies or instrumentalities, or instruments secured by these
money market instruments, i.e., repurchase agreements.

The above limitations cannot be changed unless authorized by the Board of
Trustees (Board) and 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.

Investing in Illiquid Securities
The Fund will not invest more than 15% of its net assets in illiquid
obligations, including repurchase agreements providing for settlement in more
than seven days after notice, and certain restricted securities not determined
by the Trustees to be liquid, including certain municipal leases.

The Fund does not expect to borrow money or pledge securities in excess of 5% of
the value of its net assets during the coming fiscal year.

For purposes of its policies and limitations, the Fund considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic bank
or savings association having capital, surplus, and undivided profits in excess
of $100,000,000 at the time of investment to be "cash items." Cash items may
include obligations such as:

certificates of deposit (including those issued by domestic and foreign
branches of FDIC insured banks);

obligations issued or guaranteed as to principal and interest by the U.S.
government or any of its agencies or instrumentalities; and

repurchase agreements.

Tennessee Investment Risks
The Fund's performance can be expected to be closely tied to the prevailing
economic conditions of the state of Tennessee as a whole, its particular
geographic regions, and the industries located within the state.

Tennessee represents Union Planters National Bank's largest customer base. A
population of about 5.4 million ranks Tennessee 17th in the country.
Manufacturing employs about 19% of the 2.6 million workers in the state, the
highest percentage of any business sector, but a decline from 27% just thirteen
years ago. Transportation equipment and machinery, metal products, and
printing/publishing contribute significantly to the manufacturing sector. Retail
trade and a large service sector also measure heavily in the state's economy.
Some plant layoffs took place in the industrial sector during 1997, and as a
result, the remarkable growth experienced by the state for the last several
years slowed in early 1997. Bright prospects in the transportation equipment
manufacturing sector partially offset these events. Auto manufacturers have
moved many facilities to Tennessee in response to lower costs and tax
incentives. Auto body parts and components made in Tennessee are in demand for
local assembly plants. Additionally, exports of automobile parts to Canada,
Mexico, and Japan surged beginning in 1996.

Nashville, a fast-growing manufacturing service center, is the largest
metropolitan area in Tennessee with about 1.1 million people or 21% of the
state's population. The Nashville Health Care Council, founded in 1995, has
helped Nashville attract many major health care players including PhyCor,
Columbia Healthcare, Quorum Health Group, and Vanderbilt University Health
Center.

Memphis, Union Planters National Bank's corporate headquarters, is the second
largest metropolitan area in the state. Only slightly smaller than Nashville,
Memphis is less dependent on manufacturing and services. Centralized in the
Southern U.S. with a Mississippi riverport and mild year-round climate, the city
developed into an important distribution center. Federal Express, the area's
largest employer, will soon finish construction of a 501,000 square foot
computer development center.

DETERMINING MARKET VALUE OF SECURITIES
Market values of the Fund's portfolio securities are determined as follows:

for fixed income securities, at the last sale price on a national
securities exchange, if available, otherwise, as determined by an independent
pricing service;

for short-term obligations, according to the mean between bid and asked
prices as furnished by an independent pricing service, except that short-term
obligations with remaining maturities of less than 60 days at the time of
purchase may be valued at amortized cost or at fair market value as
determined in good faith by the Board; and

for all other securities at fair value as determined in good faith by the
Board.

Prices provided by independent pricing services may be determined without
relying exclusively on quoted prices and may consider institutional trading in
similar groups of securities, yield, quality, stability, risk, coupon rate,
maturity, type of issue, trading characteristics, and other market data or
factors. From time to time, when prices cannot be obtained from an independent
pricing service, securities may be valued based on quotes from broker-dealers or
other financial institutions that trade the securities.

WHAT DO SHARES COST?

The Fund's net asset value (NAV) per Share fluctuates and is based on the market
value of all securities and other assets of the Fund. The procedure for
purchasing shares is explained in the Fund's prospectus under "What Do Shares
Cost?".

HOW IS THE FUND SOLD?

Under the Distributor's Contract with the Fund, the Distributor (Federated
Securities Corp.) offers Shares on a continuous, best-efforts basis.

FRONT-END SALES CHARGE REALLOWANCES
The Distributor receives a front-end sales charge on certain Share sales. The
Distributor generally pays up to 90% (and as much as 100%) of this charge to
investment professionals for sales and/or administrative services. Any payments
to investment professionals in excess of 90% of the front-end sales charge are
considered supplemental payments. The Distributor retains any portion not paid
to an investment professional.

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 Fund 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.

REDEMPTION IN KIND

Although the Fund intends to pay Share redemptions in cash, it reserves the
right, as described below, to pay the redemption price in whole or in part by a
distribution of the Fund's portfolio securities.

Because the Fund has elected to be governed by Rule 18f-1 under the Investment
Company Act of 1940, the Fund is 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 Fund's Board determines that payment should be in kind. In such a
case, the Fund will pay all or a portion of the remainder of the redemption in
portfolio securities, valued in the same way as the Fund determines its NAV. The
portfolio securities will be selected in a manner that the Fund's 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 the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote. All Shares of the Trust have
equal voting rights, except that in matters affecting only a particular Fund or
class, only Shares of that Fund or 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.

As of _______, 1999, the following shareholders owned of record, beneficially,
or both, 5% or more of outstanding Shares: Union Planters National Bank,
Belleville, IL, was the owner of record of __% of the Fund's Shares. (To be
filed by amendment.)

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 Fund intends to meet requirements of Subchapter M of the Internal Revenue
Code (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. The Fund is entitled to a loss carry-forward, which may reduce the
taxable income or gain that the Fund would realize, and to which the shareholder
would be subject, in the future.

STATE TAXES
Under existing Tennessee law, shareholders of the Fund will not be subject to
Tennessee personal income taxes on Fund dividends, to the extent that such
dividends represent "exempt-interest dividends" as defined in the Code, which
are directly attributable to (i) interest in obligations of the state of
Tennessee or any of its political subdivisions; or (ii) interest on certain
obligations of the United States, or any agency or instrumentality thereof.

To the extent that distributions by the Fund are derived from capital gains on
such obligations, or from dividends or capital gains on other types of
obligations, such distributions will be subject to Tennessee income taxes.

WHO MANAGES AND PROVIDES SERVICES TO THE FUND?

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, and the total compensation received from the Fund
Complex for the most recent calendar year. The Trust is comprised of one fund
and the Fund Complex is comprised of one investment company.

As of _____, 1999, the Fund's Board and Officers as a group owned less than 1%
of the Fund's outstanding Shares. (To be filed by amendment.)

<PAGE>

- -----------------------------------------------------------------------------------------------------------------
Name
Birth Date Aggregate
Address Principal Occupations Compensation
Position With Trust for Past Five Years From Trust

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
Federated Investors Tower Investors, Inc.; Chairman and Trustee, Federated
1001 Liberty Avenue Investment Management Company; Chairman and Director,
Pittsburgh, PA Federated Investment Counseling and Federated Global
CHAIRMAN AND TRUSTEE Investment Management Corp.; Chairman, Passport
Research, Ltd.

Thomas G. Bigley Director or Trustee of the Federated Fund Complex; $1,012.32
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 equipment);
TRUSTEE 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; $1,113.71
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 Trail North Naples Property Management, Inc. and Northgate Village
Naples, FL Development Corporation.
TRUSTEE

Nicholas Constantakis Director or Trustee of the Federated Fund Complex; $1,012.32
Birth Date: September 3, 1939 formerly: Partner, Andersen Worldwide SC.
175 Woodshire Drive
Pittsburgh, PA
TRUSTEE

William J. Copeland Director or Trustee of the Federated Fund Complex; $1,174.50
Birth Date: July 4, 1918 Director and Member of the Executive Committee, Michael
One PNC Plaza-23rd Floor Baker Corp. (engineering, construction, operations, and
Pittsburgh, PA technical services); Chairman, Pittsburgh Foundation;
TRUSTEE Director, Forbes Fund (philanthropy); formerly: Vice
Chairman and Director, PNC Bank, N.A. and PNC Bank
Corp.; Director, Ryan Homes, Inc.

Previous Positions: Director, United Refinery; Director,
Forbes Fund; Chairman, Pittsburgh Foundation; Chairman,
Pittsburgh Civic Light Opera; Chairman, Health Systems
Agency of Allegheny County; Vice President, United Way
of Allegheny County; President, St. Clair Hospital;
Director, Allegheny Hospital.

Lawrence D. Ellis, M.D.* Director or Trustee of the Federated Fund Complex; $1,012.32
Birth Date: October 11, 1932 Professor of Medicine, University of Pittsburgh; Medical
3471 Fifth Avenue Director, University of Pittsburgh Medical Center -
Suite 1111 Downtown; Hematologist, Oncologist, and Internist,
Pittsburgh, PA University of Pittsburgh Medical Center; Member,
TRUSTEE National Board of Trustees, Leukemia Society of America.

Edward L. Flaherty, Jr., Esq. Director or Trustee of the Federated Fund Complex; $1,163.37
Birth Date: June 18, 1924 Attorney of Counsel, Miller, Ament, Henny & Kochuba;
Miller, Ament, Henny & Kochuba Director Emeritus, Eat'N Park Restaurants, Inc.;
205 Ross Street formerly: Counsel, Horizon Financial, F.A., Western
Pittsburgh, PA Region; Partner, Meyer and Flaherty.
TRUSTEE
- -----------------------------------------------------------------------------------------------------------------

Peter E. Madden Director or Trustee of the Federated Fund Complex; $896.14
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.

John E. Murray, Jr., J.D., Director or Trustee of the Federated Fund Complex; $1,062.98
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.

Wesley W. Posvar Director or Trustee of the Federated Fund Complex; $1,113.64
Birth Date: September 14, 1925 President, World Society of Ekistics (metropolitan
1202 Cathedral of Learning planning), Athens; Professor, International Politics;
University of Pittsburgh Management Consultant; Trustee, Carnegie Endowment for
Pittsburgh, PA International Peace, RAND Corporation, Online Computer
TRUSTEE Library Center, Inc., National Defense University and
U.S. Space Foundation; President Emeritus, University of
Pittsburgh; Founding Chairman, National Advisory Council
for Environmental Policy and Technology, Federal
Emergency Management Advisory Board; Trustee, Czech
Management Center, Prague.

Previous Positions: Professor, United States Military
Academy; Professor, United States Air Force Academy.

Marjorie P. Smuts Director or Trustee of the Federated Fund Complex; $1,012.32
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 $505.82
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, CEO and
1001 Liberty Avenue Director, Federated Investors, Inc.; President and
Pittsburgh, PA Trustee, Federated Investment Management Company;
EXECUTIVE VICE PRESIDENT President and Trustee, Federated Investment Counseling;
President and Director, Federated Global
Investment Management Corp.; President, Passport
Research, Ltd.; Trustee, Federated Shareholder
Services Company; Director, Federated Services
Company.
- -----------------------------------------------------------------------------------------------------------------

Edward C. Gonzales* Trustee or Director of some of the Funds in the $0
Birth Date: October 22, 1930 Federated Fund Complex; President, Executive Vice
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, TREASURER AND Management Company and Federated Investment Counseling,
TRUSTEE 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 $0
Birth Date: October 26, 1938 Fund Complex; Executive Vice President, Secretary and
Federated Investors Tower Director, Federated Investors, Inc.; Trustee, Federated
1001 Liberty Avenue Investment Management Company; Trustee, Federated
Pittsburgh, PA Investment Counseling and Director, Federated Global
EXECUTIVE VICE PRESIDENT AND Investment Management Corp.; Director, Federated
SECRETARY Services Company; Director, Federated Securities Corp.

Richard J. Thomas Treasurer of the Federated Fund Complex; Vice President $0
Birth Date: June 17, 1954 - Funds Financial Services Division, Federated
Federated Investors Tower Investors, Inc.; formerly: various management positions
1001 Liberty Avenue within Funds Financial Services Division of Federated
Pittsburgh, PA Investors, Inc.
ASSISTANT TREASURER

Richard B. Fisher President or Vice President of some of the Funds in the $0
Birth Date: May 17, 1923 Federated Fund Complex; Director or Trustee of some of
Federated Investors Tower the Funds in the Federated Fund Complex; Executive Vice
1001 Liberty Avenue President, Federated Investors, Inc.; Chairman and
Pittsburgh, PA Director, Federated Securities Corp.
</TABLE>

VICE PRESIDENT
- --------------------------------------------------------------------------------
* 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.
+ Mr. Donahue is the father of J. Christopher Donahue, Executive Vice President
of the Trust.

INVESTMENT ADVISER
The Adviser conducts investment research and makes investment decisions for the
Fund. The Adviser is a wholly owned subsidiary of Union Planters Corporation, a
multi-bank holding company headquartered in Memphis, Tennessee.

Because of the internal controls maintained by Union Planters National Bank to
restrict the flow of non-public information, Fund investments are typically made
without any knowledge of Union Planters National Bank or its affiliates' lending
relationships with an issuer. 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.

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 makes decisions on portfolio
transactions and selects brokers and dealers subject to review by the Fund's
Board.

<PAGE>

ADMINISTRATOR

Federated Services Company, a subsidiary of Federated, provides
administrative personnel and services (including certain legal and financial
reporting services) necessary to operate the Fund. Federated Services Company
provides these at an annual rate as specified below:

Maximum Administrative Fee Average Aggregate Daily Net Assets 0.150 of 1% on the
first $250 million 0.125 of 1% on the next $250 million 0.100 of 1% on the next
$250 million 0.075 of 1% on assets in excess of $750 million
The administrative fee received during any fiscal year shall be at least
$120,000 per portfolio. Federated Services Company may voluntarily waive a
portion of its fee and may reimburse the Fund for expenses.

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

CUSTODIAN
State Street Bank and Trust Company, Boston, Massachusetts, is custodian for the
securities and cash of the Fund.

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 Fund pays the transfer agent a fee based on the size, type and
number of accounts and transactions made by shareholders.

INDEPENDENT PUBLIC ACCOUNTANTs
The independent public accountant for the Fund, PricewaterhouseCoopers LLP,
plans and performs its audit so that it may provide an opinion as to whether the
Fund's financial statements and financial highlights are free of material
misstatement.

FEES PAID BY THE FUND FOR SERVICES

For the Year Ended July 31, 1999 1998 1997
Advisory Fee Earned $143,708 $169,700 $209,558
Advisory Fee Reduction $143,708 $169,700 $209,558
Administrative Fee $120,000 $120,001 $120,000

HOW DOES THE FUND MEASURE PERFORMANCE?

The Fund 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 Fund's 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.

<PAGE>

Average Annual Total Returns and Yield
Total returns given for the one-year, five-year and Start of Performance periods
ended July 31, 1999.

Yield and Tax-Equivalent Yield given for the 30-day period ended July 31, 1999.

30-Day Period 1 Year 5 Years Start of Performance on August 30,
1993
Total Return NA (0.13%) 4.96% 4.39%
Yield 3.14% NA NA NA
Tax-Equivalent Yield 4.76% NA NA NA
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

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 AND Tax-Equivalent 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 tax-equivalent yield of Shares is
calculated similarly to the yield, but is adjusted to reflect the taxable yield
that Shares would have had to earn to equal the actual yield, assuming a
specific tax rate. The yield and tax-equivalent yield do not necessarily reflect
income actually earned by Shares because of certain adjustments required by the
SEC and, therefore, may not correlate to the dividends or other distributions
paid to shareholders.

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

TAX EQUIVALENCY TABLE
Set forth below is a sample of a tax-equivalency table that may be used in
advertising and sales literature. This table is for illustrative purposes only
and is not representative of past or future performance of the Fund. The
interest earned by the municipal securities owned by the Fund generally remains
free from federal regular income tax and is often free from taxes imposed by the
state of Tennessee and Tennessee municipalities. However, some of the Fund's
income may be subject to the federal alternative minimum tax and state and/or
local taxes.

<PAGE>

Taxable Yield Equivalent for 1999 - STATE OF TENNESSEE

Tax Bracket:
Federal 15.00% 28.00% 31.00% 36.00% 39.60%

Combined Federal and State 21.000% 34.000% 37.000% 42.000% 45.600%
- ----------------------------------------------------------------------------------------------------------------------
Joint Return $1-43,050 $43,051-104,050 $104,051-158,550 $158,951-283,150 Over 283,150
Single Return $1-25,750 $25,751-62,450 $62,451-130,250 $130,251-283,150 Over 283,150
Tax Exempt Yield: Taxable Yield Equivalent:
1.50% 1.90% 2.27% 2.38% 2.59% 2.76%
2.00% 2.53% 3.03% 3.17% 3.45% 3.68%
2.50% 3.16% 3.79% 3.97% 4.31% 4.60%
3.00% 3.80% 4.55% 4.76% 5.17% 5.51%
3.50% 4.43% 5.30% 5.56% 6.03% 6.43%
4.00% 5.06% 6.06% 6.35% 6.90% 7.35%
4.50% 5.70% 6.82% 7.14% 7.76% 8.27%
5.00% 6.33% 7.58% 7.94% 8.62% 9.19%
5.50% 6.96% 8.33% 8.73% 9.48% 10.11%
6.00% 7.59% 9.09% 9.52% 10.34% 11.03%
6.50% 8.23% 9.85% 10.32% 11.21% 11.95%
7.00% 8.86% 10.61% 11.11% 12.07% 12.87%
</TABLE>

Note: The maximum marginal tax rate for each bracket was used in calculating the
taxable yield equivalent. Furthermore, additional state and local taxes paid on
comparable taxable investments were not used to increase federal deductions.

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 Fund's 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.

The Fund may compare its performance, or performance for the types of securities
in which it invests, to a variety of other investments, including federally
insured bank products such as bank savings accounts, certificates of deposit,
and Treasury bills.

The Fund 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 Fund uses in advertising may include:

Lipper Analytical Services, Inc.
Ranks funds in various fund categories by making comparative calculations using
total return. Total return assumes the reinvestment of all capital gains
distributions and income dividends and takes into account any change in offering
price over a specific period of time.

Morningstar, Inc.
An independent rating service, is the publisher of the bi-weekly Mutual Fund
Values. Mutual Fund Values rates more than 1,000 NASDAQ-listed mutual funds of
all types, according to their risk-adjusted returns. The maximum rating is five
stars, and ratings are effective for two weeks.

Lehman Brothers 10-Year Municipal Bond Index
A broad market performance index of municipal bonds with a minimum credit rating
of at least Baa.

FINANCIAL INFORMATION

The Financial Statements for the Fund for the fiscal year ended July 31, 1999
are incorporated herein by reference to the Annual Report to Shareholders of
Tennessee Tax-Free Bond Fund dated July 31, 1999. (To be filed by amendment.)

<PAGE>

INVESTMENT RATINGS

Standard and Poor's Long-Term Debt Rating Definitions
AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.

AA--Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the higher-rated issues only in small degree.

A--Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher-rated categories.

BBB--Debt rated BBB is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher-rated categories.

BB--Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB rating.

B--Debt rated B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB or BB-
rating.

CCC--Debt rated CCC has a currently identifiable vulnerability to default, and
is dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B rating.

CC--The rating CC typically is applied to debt subordinated to senior debt that
is assigned an actual or implied CCC debt rating.

C--The rating C typically is applied to debt subordinated to senior debt which
is assigned an actual or implied CCC debt rating. The C rating may be used to
cover a situation where a bankruptcy petition has been filed, but debt service
payments are continued.

Moody's Investors Service, Inc. Long-Term Bond Rating Definitions
AAA--Bonds which are rated AAA are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as gilt
edged. Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

AA--Bonds which are rated AA are judged to be of high quality by all standards.
Together with the AAA group, they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in AAA securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in AAA securities.

A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

BAA--Bonds which are rated BAA are considered as medium-grade obligations,
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

BA--Bonds which are BA are judged to have speculative elements; their future
cannot be considered as well assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.

B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

CAA--Bonds which are rated CAA are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

CA--Bonds which are rated CA represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C--Bonds which are rated C are the lowest-rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

Fitch IBCA, Inc. Long-Term Debt Rating Definitions
AAA--Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.

AA--Bonds considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA
categories are not significantly vulnerable to foreseeable future developments,
short-term debt of these issuers is generally rated F-1+.

A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB--Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.

BB--Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified which could assist the
obligor in satisfying its debt service requirements.

B--Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.

CCC--Bonds have certain identifiable characteristics which, if not remedied, may
lead to default. The ability to meet obligations requires an advantageous
business and economic environment.

CC--Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C--Bonds are imminent default in payment of interest or principal.

Moody's Investors Service, Inc. Commercial Paper Ratings
Prime-1--Issuers rated Prime-1 (or related supporting institutions) have a
superior capacity for repayment of short-term promissory obligations. Prime-1
repayment capacity will normally be evidenced by the following characteristics:

o Leading market positions in well-established industries;

o High rates of return on funds employed;

o Conservative capitalization structure with moderate reliance on debt and
ample asset protection;

o Broad margins in earning coverage of fixed financial charges and high
internal cash generation; and

o Well-established access to a range of financial markets and assured sources
of alternate liquidity.

Prime-2--Issuers rated Prime-1 (or related supporting institutions) have a
strong capacity for repayment of short-term promissory obligations. This will
normally be evidenced by many of the characteristics cited above but to a lesser
degree. Earnings trends and coverage ratios, while sound, will be more subject
to variation. Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternate liquidity is maintained.

Standard and Poor's Commercial Paper Ratings
A-1--This designation indicates that the degree of safety regarding timely
payment is strong. Those issues determined to possess extremely strong safety
characteristics are denoted with a plus sign (+) designation.

A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1.

Fitch IBCA, Inc. Commercial Paper Rating Definitions
FITCH-1--(Highest Grade) Commercial paper assigned this rating is regarded as
having the strongest degree of assurance for timely payment.

FITCH-2--(Very Good Grade) Issues assigned this rating reflect an assurance of
timely payment only slightly less in degree than the strongest issues.

<PAGE>

ADDRESSES

tennessee tax-free bond fund

5800 Corporate Drive
Pittsburgh, PA 15237-7000

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

Investment Adviser
Union Planters National Bank
P.O. Box 387
Memphis, TN 38147

Custodian
State Street Bank and Trust Company
P.O. Box 8600
Boston, MA 02266-8600

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

Independent Public Accountants
PricewaterhouseCoopers LLP
200 East Randolph Street
Chicago, IL 60601

PART C. OTHER INFORMATION

Item 23. Exhibits:

(a) Copy of Declaration of Trust of the Registrant; (2)
(b) (i) Copy of By-Laws of the Registrant; (2)

(ii) Copy of Amendment No. 1 (dated November 18, 1997) to
the By-Laws; (6)
(iii) Copy of Amendment No. 2 (dated February 23, 1998) to
the By-Laws; (6)
(iv) Copy of Amendment No. 3 (dated February 27, 1998) to
the By-Laws; (6)
(v) Copy of Amendment No. 4 (dated May 12, 1998) to the
By-Laws; (6)
(c) Copy of Specimen Certificate for Shares of Beneficial Interest of
the Registrant; (2)
(d) Conformed copy of Investment Advisory Contract of the
Registrant; (3)
(e) (i) Conformed copy of the Distributor's Contract of the
Registrant; (3)
(ii) Conformed copy of Administrative Services
Agreement; (3) (f) Not applicable; (g) Conformed copy of
Custodian Agreement of the Registrant; (4) (h) Conformed copy
of Fund Accounting and Shareholder Recordkeeping Agreement;
(3) (i) (i) Conformed copy of Opinion and Consent of Counsel
as to legality of shares
being registered; (2)
(ii) Conformed copy of Opinion and Consent of Special
Counsel; (2)
(j) Conformed copy of Consent of Independent
Accountants; (6)
(k) Not applicable;
(l) Conformed copy of Initial Capital Understanding; (2)
(m) Not applicable;
(n) Copy of Financial Data Schedule; (6)
(o) Not applicable;
(p) (i) Conformed copy of Power of Attorney of the Registrant; +
(ii) Conformed copy of Power of Attorney of the Trustee; +

- -------------------
+ 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 August 11, 1993. (File Nos. 33-49701 and
811-7065)

(3) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 1 on Form N1-A filed March 1, 1994. (File Nos. 33-49701 and
811-7065)

(4) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 2 on Form N1-A filed September 29, 1994. (File Nos. 33-49701
and 811-7065)

(6) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 6 on Form N-1A filed November 25, 1998 (File Nos. 33-49701
and 811-7065)

<PAGE>

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) Founded in 1869, Union Planters National Bank, a national banking
association, is a wholly-owned subsidiary of Union Planters
Corporation (the "Corporation") a multi-bank holding company
headquartered in Memphis, Tennessee. Union Planters is a
commercial bank offering a wide range of banking services to its
customers. The adviser has been managing trust assets for over 80
years. As of December 31, 1997, the Trust Group of Union Planters
had approximately $5.4 billion under administration, of which it
had investment discretion over approximately $1 billion.

(b)
Other Substantial
Position with Business, Profession,
Name the Adviser Vocation or Employment

Benjamin W. Rawlins, Jr. Vice Chairman of the Chairman & Chief Exec.

Board, Chief Executive Officer, Union Planters

Kenneth W. Plunk Chairman of the Board,

Chief Administrative Officer

and Director

Kirk P. Bailey President and Chief

Operation Officer and Director

Robert L. Booth, Jr. Executive Vice President

James A. Gurley Executive Vice President Executive Vice President, Union Planters
Corporation

Joel Katz Executive Vice President President and CEO, Union Planters
Mortgage Group

John W. Parker Executive Vice President Executive Vice President

and Chief Financial CFO, Union Planters

Officer Corporation

Armistead J. Smith Executive Vice President

Dianne K. Stigall Executive Vice President

John D. Temple Executive Vice President

</TABLE>

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

(2) Response is incorporated by reference to Registrant's Pre-Effective
Amendment No. 1 on Form N-1A filed August 11, 1993. (File Nos. 33-49701 and
811-7065)

<PAGE>

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

David Wadlington Executive Vice President

M. Kirk Walters Senior Vice President,

Treasurer Senior Vice President, Treasurer, and
Chief Accounting Officer, Union Planters
Corporation

Jackson W. Moore Director President and COO, Union Planters
Corporation

Albert M. Austin Director Chairman, Cannon,

Austin and Cannon, Inc.

Edgar H. Bailey Director Vice Chairman, Union Planters Corporation

George W. Bryan Director Senior Vice President, Sara Lee
Corporation

Ronald E. Carrier Director President, James Madison University

James H. Daughdrill, Jr. Director President, Rhodes College

Thomas R. Dyer Director Wyatt, Tarrant & Combs

Hanford F. Farell, Jr. Director Chairman, Farrell-Cooper Mining Co.

Arthur F. Fulmer, Jr. Director

Dr. Alvin O. Jackson Director Senior Pastor, Mississippi Boulevard
Christian Church

Parnell S. Lewis, Jr. Director President, Anderson Tilly Co.

Lloyd B. Lovitt, Jr. Director The Lovitt Co.

C.J. Lowrance, III Director President, Lowrance Brothers & Co., Inc.

C. Penn Owen, Jr. Director Managing Partner, Bowdre Place

Dr. V. Lane Rawlins Director President, University of Memphis

Donald F. Schuppe Director Retired

Arthur N. Seessel, III Director President, Seessel's

Supermarkets

Leslie M. Stratton, III Director President, Leslie M. Stratton Co.

<PAGE>

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

Richard A. Trippeer, Jr. Director President, R.A. Trippeer, Inc.

</TABLE>

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 Registrant

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

<PAGE>

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

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

<PAGE>

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

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

<PAGE>

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

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

<PAGE>

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

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 Michaliszyn 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

<PAGE>

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

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

<PAGE>

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

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

<PAGE>

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

Donald C. Edwards Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.

1001 Liberty Avenue
Pittsburgh, PA 15222-3779

John T. Glickson Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.

1001 Liberty Avenue
Pittsburgh, PA 15222-3779

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

Victor Siclari Assistant Secretary, --

Federated Investors Tower Federated Securities Corp.

1001 Liberty Avenue

Pittsburgh, PA 15222-3779
</TABLE>

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:

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

<PAGE>

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

Union Planters National Bank P.O. Box 387
("Adviser") Memphis, Tennessee 38147

State Street Bank and P.O. Box 8600
Trust Company Boston, MA 02266-8600
("Custodian")

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/Directors 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, LIBERTY U.S. GOVERNMENT MONEY
MARKET TRUST, has duly caused this Amendment to its Registration Statement to be
signed on its behalf by the undersigned, duly authorized, in the City of
Pittsburgh and Commonwealth of Pennsylvania, on the 1st day of October, 1999.

THE PLANTERS FUNDS

BY: /s/Gail Cagney

Gail Cagney, Assistant Secretary

Attorney in Fact for John F. Donahue

October 1, 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/Gail Cagney Attorney In Fact October 1, 1999

Gail Cagney For the Persons

ASSISTANT SECRETARY Listed Below

NAME TITLE

John F. Donahue* Chairman and Trustee

(Chief Executive Officer)

Edward C. Gonzales* President, Treasurer and

Trustee

(Principal Financial and Accounting Officer)

Thomas G. Bigley* Trustee

Nicholas P. Constantakis* Trustee

John T. Conroy, Jr.* Trustee

William J. Copeland* Trustee

Lawrence D. Ellis, M.D.* Trustee

Edward L. Flaherty, Jr.* Trustee

Peter E. Madden* Trustee

John E. Murray, Jr.* Trustee

Wesley W. Posvar* Trustee

Marjorie P. Smuts* Trustee

John S. Walsh* Trustee

* By Power of Attorney

</TABLE>

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

SIGNATURES TITLE DATE

/s/John F. Donahue Chairman and Trustee July 6, 1999
- -------------------------------------------------

John F. Donahue (Chief Executive Officer)

/s/Edward C. Gonzales President, Treasurer and July 6, 1999
- -------------------------------------------------

Edward C. Gonzales Trustee

(Principal Financial and

Accounting Officer)

/s/Thomas G. Bigley Trustee July 6, 1999

Thomas G. Bigley

/s/Nicholas P. Constantakis Trustee July 6, 1999

Nicholas P. Constantakis

/s/John T. Conroy, Jr. Trustee July 6, 1999
- -------------------------------------------------

John T. Conroy, Jr.

/s/William J. Copeland Trustee July 6, 1999

William J. Copeland

/s/James E. Dowd

James E. Dowd - Deceased 5/23/99

<PAGE>

SIGNATURES TITLE DATE

/s/Lawrence D. Ellis, M.D. Trustee July 6, 1999
- -------------------------------------------------

Lawrence D. Ellis, M.D.

/s/Edward L. Flaherty, Jr. Trustee July 6, 1999
- -------------------------------------------------

Edward L. Flaherty, Jr.

/s/Peter E. Madden Trustee July 6, 1999

Peter E. Madden

/s/John E. Murray, Jr. Trustee July 6, 1999
- -------------------------------------------------

John E. Murray, Jr.

/s/Wesley W. Posvar Trustee July 6, 1999

Wesley W. Posvar

/s/Marjorie P. Smuts Trustee July 6, 1999

Marjorie P. Smuts

</TABLE>

Sworn to and subscribed before me this 6 day of July , 1999

/s/Cheri S. Good

Notarial Seal

Cheri S. Good, Notary Public

Pittsburgh, Allegheny County

My Commission Expires Nov. 19, 2001

Member, Pennsylvania Association of Notaries

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

POWER OF ATTORNEY

SIGNATURES TITLE DATE

/s/John S. Walsh Trustee July 6, 1999

John S. Walsh

Sworn to and subscribed before me this 6 day of July , 1999

/s/Cheri S. Good

Notarial Seal

Cheri S. Good, Notary Public

Pittsburgh, Allegheny County

My Commission Expires Nov. 19, 2001

Member, Pennsylvania Association of Notaries